UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July 1, 2018~~March 31, 2019



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 1-5353

TELEFLEX INCORPORATED

(Exact name of registrant as specified in its charter)



Delaware		23-1147939
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)



550 E. Swedesford Rd., Suite 400, Wayne, PA		19087
(Address of principal executive offices)		(Zip Code)

(610) 225-6800

(Registrant’s telephone number, including area code)

(None)

(Former Name, Former Address and Former Fiscal Year,

If Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x		Accelerated filer	¨

Non-accelerated filer	¨	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	¨

			Emerging growth company	¨



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Securities registered pursuant to Section 12(b) of the Act:
	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
	Common Stock, par value $1 per share	TFX	New York Stock Exchange

The registrant had ~~45,795,694~~46,154,088 shares of common stock, par value $1.00 per share, outstanding as of ~~July~~April 30, ~~2018.~~2019.

TELEFLEX INCORPORATED

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~JULY 1, 2018~~MARCH 31, 2019

TABLE OF CONTENTS



		Page
PART I — FINANCIAL INFORMATION

Item 1:	Financial Statements (Unaudited):	2
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Changes in Equity	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3228
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	4235
Item 4:	Controls and Procedures	4236

PART II — OTHER INFORMATION

Item 1:	Legal Proceedings	4437
Item 1A:	Risk Factors	4437
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	4437
Item 3:	Defaults Upon Senior Securities	4437
Item 4:	Mine Safety Disclosures	4437
Item 5:	Other Information	4437
Item 6:	Exhibits	4538

SIGNATURES		4639

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended						Six Months Ended						Three Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018			July 2, 2017			March 31, 2019			April 1, 2018
	(Dollars and shares in thousands, except per share)												(Dollars and shares in thousands, except per share)
Net revenues	$	609,866		$	528,613		$	1,197,096		$	1,016,494		$	613,584		$	587,230
Cost of goods sold	265,088			238,329			521,048			470,650			268,842			255,960
Gross profit	344,778			290,284			676,048			545,844			344,742			331,270
Selling, general and administrative expenses	229,917			158,934			445,254			322,903			227,693			215,337
Research and development expenses	26,018			20,278			52,045			38,105			27,150			26,027
Restructuring and impairment charges	55,353			870			58,416			13,815			17,395			3,063
Income from continuing operations before interest, loss on extinguishment of debt and taxes	33,490			110,202			120,333			171,021
Gain on sale of assets													(2,739		)	—
Income from continuing operations before interest and taxes													75,243			86,843
Interest expense	26,649			19,894			52,592			37,620			22,692			25,943
Interest income	(183		)	(161		)	(456		)	(330		)	(339		)	(273		)
Loss on extinguishment of debt	—			11			—			5,593
Income from continuing operations before taxes	7,024			90,458			68,197			128,138			52,890			61,173
Taxes on income from continuing operations	9,576			12,095			15,818			9,426			10,972			6,242
Income (loss) from continuing operations	(2,552		)	78,363			52,379			118,712
Income from continuing operations													41,918			54,931
Operating income (loss) from discontinued operations	94			(566		)	1,329			(848		)	(1,343		)	1,235
Tax (benefit) on income (loss) from discontinued operations	38			(206		)	20			(309		)
Benefit on income (loss) from discontinued operations													(322		)	(18		)
Income (loss) from discontinued operations	56			(360		)	1,309			(539		)	(1,021		)	1,253
Net (loss) income	$	(2,496	)	$	78,003		$	53,688		$	118,173
Net income													$	40,897		$	56,184
Earnings per share:
Basic:
Income (loss) from continuing operations	$	(0.06	)	$	1.74		$	1.15		$	2.64
Income from continuing operations													$	0.91		$	1.21
Income (loss) from discontinued operations	0.01			(0.01		)	0.03			(0.01		)	(0.02		)	0.03
Net income (loss)	$	(0.05	)	$	1.73		$	1.18		$	2.63
Net income													$	0.89		$	1.24
Diluted:
Income (loss) from continuing operations	$	(0.06	)	$	1.67		$	1.12		$	2.54
Income from continuing operations													$	0.89		$	1.18
Income (loss) from discontinued operations	0.01			—			0.03			(0.01		)	(0.02		)	0.02
Net income (loss)	$	(0.05	)	$	1.67		$	1.15		$	2.53
Dividends per share	$	0.34		$	0.34		$	0.68		$	0.68
Net income													$	0.87		$	1.20
Weighted average common shares outstanding
Basic	45,581			44,996			45,455			44,945			46,050			45,329
Diluted	45,581			46,818			46,771			46,716			46,942			46,695

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017
(Dollars in thousands)
Net (loss) income $ (2,496 ) $ 78,003
$ 53,688
$ 118,173
Other comprehensive income, net of tax:
Foreign currency translation, net of tax of $9,378, $(11,392), $3,505, and $(18,481), for the three and six months periods, respectively (125,705 ) 65,685
(44,517 ) 112,667
Pension and other postretirement benefit plans adjustment, net of tax of $(656), $(465), $(890), and $(997) for the three and six month period, respectively 2,015
704
2,896
1,594
Derivatives qualifying as hedges, net of tax of $100, $(615), $(111) and $(1,170) for the three and six month period, respectively (329 ) 3,433
292
5,161
Other comprehensive (loss) income, net of tax: (124,019 ) 69,822
(41,329 ) 119,422
Comprehensive (loss) income $ (126,515 ) $ 147,825
$ 12,359
$ 237,595



	Three Months Ended
	March 31, 2019			April 1, 2018
	(Dollars in thousands)
Net income	$	40,897		$	56,184
Other comprehensive (loss) income, net of tax:
Foreign currency translation, net of tax of $0 and $(5,872)	(236		)	81,188
Pension and other postretirement benefit plans adjustment, net of tax of $(390) and $(234)	1,229			881
Derivatives qualifying as hedges, net of tax of $(1) and $(211)	(597		)	621
Other comprehensive income, net of tax:	396			82,690
Comprehensive income	$	41,293		$	138,874

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	July 1, 2018		December 31, 2017		March 31, 2019		December 31, 2018
	(Dollars in thousands)				(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	346,304	$	333,558	$	271,212	$	357,161
Accounts receivable, net	359,119		345,875
Accounts receivable, net of allowances of $9,225 and $9,348, respectively					375,756		366,286
Inventories, net	405,428		395,744		445,566		427,778
Prepaid expenses and other current assets	52,105		47,882		79,595		72,481
Prepaid taxes	19,084		5,748		10,485		12,463
Assets held for sale	3,239		—
Total current assets	1,185,279		1,128,807		1,182,614		1,236,169
Property, plant and equipment, net	410,979		382,999		409,963		432,766
Operating lease assets					112,278		—
Goodwill	2,220,888		2,235,592		2,247,768		2,246,579
Intangible assets, net	2,306,204		2,383,748		2,274,488		2,325,052
Deferred tax assets	2,386		3,810		2,500		2,446
Other assets	49,585		46,536		38,458		34,979
Total assets	$	6,175,321	$	6,181,492	$	6,268,069	$	6,277,991
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	86,875	$	86,625	$	86,625	$	86,625
Accounts payable	94,834		92,027		103,532		106,709
Accrued expenses	104,340		96,853		93,649		97,551
Current portion of contingent consideration	110,454		74,224		99,686		136,877
Payroll and benefit-related liabilities	89,669		107,415		76,261		104,670
Accrued interest	6,771		6,165		23,245		6,031
Income taxes payable	5,597		11,514		6,641		5,943
Other current liabilities	37,905		9,053		31,277		38,050
Total current liabilities	536,445		483,876		520,916		582,456
Long-term borrowings	2,145,468		2,162,927		2,072,939		2,072,200
Deferred tax liabilities	596,434		603,676		610,606		608,221
Pension and postretirement benefit liabilities	113,083		121,410		89,287		92,914
Noncurrent liability for uncertain tax positions	12,765		12,296		10,833		10,718
Noncurrent contingent consideration	132,205		197,912		80,676		167,370
Noncurrent operating lease liabilities					100,708		—
Other liabilities	204,940		168,864		212,226		204,134
Total liabilities	3,741,340		3,750,961		3,698,191		3,738,013
Commitments and contingencies
Total shareholders' equity	2,433,981		2,430,531		2,569,878		2,539,978
Total liabilities and shareholders' equity	$	6,175,321	$	6,181,492	$	6,268,069	$	6,277,991

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended						Three Months Ended
	July 1, 2018			July 2, 2017			March 31, 2019			April 1, 2018
	(Dollars in thousands)						(Dollars in thousands)
Cash flows from operating activities of continuing operations:
Net income	$	53,688		$	118,173		$	40,897		$	56,184
Adjustments to reconcile net income to net cash provided by operating activities:
(Income) loss from discontinued operations	(1,309		)	539			1,021			(1,253		)
Depreciation expense	29,527			28,084			15,645			14,832
Amortization expense of intangible assets	75,008			41,375			37,751			37,816
Amortization expense of deferred financing costs and debt discount	2,368			2,825			1,179			1,178
Loss on extinguishment of debt	—			5,593
Fair value step up of acquired inventory sold	—			10,442
Gain on sale of assets							(2,739		)	—
Changes in contingent consideration	34,618			(237		)	13,057			9,592
Impairment of long-lived assets	1,865			—
Asset impairment							3,030			—
Stock-based compensation	10,737			9,534			5,781			4,787
Deferred income taxes, net	4,821			(8,779		)	2,603			(1,472		)
Payments for contingent consideration							(25,935		)	—
Other	(3,669		)	(3,300		)	654			(1,272		)
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
Changes in assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable	(15,886		)	5,071			(14,102		)	(3,402		)
Inventories	(15,017		)	(12,187		)	(19,200		)	32
Prepaid expenses and other current assets	(3,611		)	4
Prepaid expenses and other assets							(11,524		)	(3,406		)
Accounts payable, accrued expenses and other liabilities	38,112			6,541			8,856			(27,185		)
Income taxes receivable and payable, net	(29,668		)	(5,988		)	3,192			417
Net cash provided by operating activities from continuing operations	181,584			197,690			60,166			86,848
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(38,004		)	(36,833		)	(23,494		)	(15,747		)
Proceeds from sale of assets	—			6,332			991			—
Payments for businesses and intangibles acquired, net of cash acquired	(22,450		)	(993,459		)	(1,025		)	(3,684		)
Net cash used in investing activities from continuing operations	(60,454		)	(1,023,960		)	(23,528		)	(19,431		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	—			1,194,500
Reduction in borrowings	(18,500		)	(228,273		)	—			(18,500		)
Debt extinguishment, issuance and amendment fees	(188		)	(19,114		)	—			(74		)
Net proceeds from share based compensation plans and the related tax impacts	9,800			1,305			2,242			1,400
Payments for contingent consideration	(62,574		)	(153		)	(110,953		)	(91		)
Dividends paid	(30,938		)	(30,590		)	(15,650		)	(15,447		)
Net cash provided by (used in) financing activities from continuing operations	(102,400		)	917,675			(124,361		)	(32,712		)
Cash flows from discontinued operations:
Net cash used in operating activities	(464		)	(961		)	3,610			(206		)
Net cash used in discontinued operations	(464		)	(961		)	3,610			(206		)
Effect of exchange rate changes on cash and cash equivalents	(5,520		)	41,981			(1,836		)	10,815
Net increase in cash and cash equivalents	12,746			132,425
Net (decrease) increase in cash and cash equivalents							(85,949		)	45,314
Cash and cash equivalents at the beginning of the period	333,558			543,789			357,161			333,558
Cash and cash equivalents at the end of the period	$	346,304		$	676,214		$	271,212		$	378,872

Non cash investing activities of continuing operations:
Property, plant and equipment additions due to build-to-suit lease transaction	$	28,147		$	—

Non cash financing activities of continuing operations:
Settlement and exchange of convertible notes with common or treasury stock	$	—		$	983
Acquisition of treasury stock associated with settlement and exchange of convertible note hedge and warrant agreements	$	36,877		$	19,361		$	—		$	17,872

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)


	Common Stock			Additional Paid In Capital				Retained Earnings			Accumulated Other Comprehensive Loss				Treasury Stock							Total			Common Stock				Additional Paid In Capital			Retained Earnings				Accumulated Other Comprehensive Loss				Treasury Stock							Total
	Shares	Dollars					Shares				Accumulated Other Comprehensive Loss			Dollars				Shares			Dollars							Shares	Additional Paid In Capital		Dollars					Accumulated Other Comprehensive Loss											Total
	(Dollars and shares in thousands, except per share)																								(Dollars and shares in thousands, except per share)
Balance at December 31, 2017	46,871	$	46,871	Additional Paid In Capital			$	Retained Earnings	591,721		$	2,285,886			$	(265,091	)		1,704			Total		$	(228,856	)	$	2,430,531
Balance at December 31, 2018																									47,248		$	47,248	$	574,761		Retained Earnings		$	2,427,599			$	(341,085	)		1,232			$	(168,545	)		$	2,539,978
Cumulative effect adjustment resulting from the adoption of new accounting standards								3,076														3,076										(1,321		)													(1,321		)
Net income								53,688														53,688										40,897															40,897
Cash dividends ($0.68 per share)								(30,938		)												(30,938		)
Cash dividends ($0.34 per share)																																(15,650		)													(15,650		)
Other comprehensive income											(41,329		)									(41,329		)												396											396
Settlements of warrants				(36,903		)									(272	)		36,877				(26		)
Shares issued under compensation plans	211	211		14,984											(45	)		3,227				18,422			75		75		3,094											(40	)		2,029				5,198
Deferred compensation				235											(8	)		322				557							127											(4	)		253				380
Balance as of July 1, 2018	47,082	$	47,082	$	570,037			$	2,311,712		$	(306,420	)		1,379			$	(188,430	)		$	2,433,981
Balance as of March 31, 2019																									47,323		$	47,323	$	577,982		$	2,451,525			$	(340,689	)		1,188			$	(166,263	)		$	2,569,878



	Common Stock			Additional Paid In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock					Total
	Shares	Dollars		Additional Paid In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Shares		Dollars			Total
	(Dollars and shares in thousands, except per share)
Balance at December 31, 2017	46,871	$	46,871	$	591,721		$	2,285,886		$	(265,091	)	1,704		$	(228,856	)	2,430,531
Cumulative effect adjustment resulting from the adoption of new accounting standards							2,110											2,110
Net income							56,184											56,184
Cash dividends ($0.34 per share)							(15,447		)									(15,447	)
Other comprehensive (loss) income										82,690								82,690
Settlements of note hedges associated with convertible notes				(17,884		)							(132	)	17,872			(12	)
Shares issued under compensation plans	97	97		992									(43	)	3,033			4,122
Deferred compensation													(8	)	322			322
Balance as of April 1, 2018	46,968	$	46,968	$	574,829		$	2,328,733		$	(182,401	)	1,521		$	(207,629	)	2,560,500

The accompanying notes are an integral part of the condensed consolidated financial statements.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Basis of presentation

The accompanying unaudited condensed consolidated financial statements of Teleflex Incorporated and its subsidiaries (“we,” “us,” “our,” “Teleflex” and the “Company”) are prepared on the same basis as its annual consolidated financial statements.

In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair presentation of financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America ("GAAP") and with Rule 10-01 of Securities and Exchange Commission ("SEC") Regulation S-X, which sets forth the instructions for financial statements included in Form 10-Q. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the periods reported are not necessarily indicative of those that may be expected for a full year.

In accordance with applicable accounting standards and as permitted by Rule 10-01 of Regulation S-X, the accompanying condensed consolidated financial statements do not include all of the information and footnote disclosures that are required to be included in the Company's annual consolidated financial statements. ~~Accordingly,~~Therefore, the Company's quarterly condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

Note 2 — ~~New~~Recently issued accounting standards

In May 2014, the Financial Accounting Standards Board ("FASB"), in a joint effort with the International Accounting Standards Board ("IASB"), issued new accounting guidance to clarify the principles for recognizing revenue. This new guidance, as amended by additional guidance issued in 2015 and 2016, is encompassed in FASB Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”) and is designed to enhance the comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, and affects any entity that enters into contracts with customers or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. The new guidance establishes principles for reporting information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The core principle of the new guidance is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Company adopted the new standard on January 1, 2018, applying the modified retrospective method to all of its contracts; as a result, the Company recognized the cumulative effect of adopting the guidance as a $1.2 million increase to the Company's opening balance of retained earnings on the adoption date. In addition, in connection with its adoption of the new guidance, the Company reclassified the reserve for product returns from a reduction of receivables to a liability. The reserve for returns and allowances was $4.2 million at July 1, 2018. The adoption of this guidance did not have a material impact on the Company's consolidated results of operations, cash flows and financial position. Additional information and disclosures required by this new standard are contained in Note 3.

In February 2016, the FASB issued guidance that ~~will change~~changes the requirements for accounting for leases. Under the new guidance, ~~lessees (including lessees under both leases classified~~in connection with a lease as ~~finance leases,~~to which ~~are to be classified based on criteria similar to that applicable to capital leases under current guidance, and leases classified as operating leases) will~~an entity is a lessee, the entity generally must recognize a right-to-use asset and a lease liability on the balance sheet, initially measured as the present value of lease payments under the lease. Under ~~current~~previous guidance, operating leases ~~are~~were not recognized on the balance sheet. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition approach for leases with an option to elect a package of practical expedients. Further, companies can elect to apply the transition approach either for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements or those existing at, or entered into after, the adoption date. The Company is currently evaluating this guidance to determine its impact on the Company’s consolidated results of operations, cash flows and financial position.

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

In October 2016, the FASB issued new guidance requiring companies to recognize the income tax effects of intra-entity sales and transfers of assets, other than inventory, in the income statement as income tax expense (or benefit) in the period in which the transfer occurs. Previously, recognition was prohibited until the assets were sold to an outside party or otherwise utilized. The Company adopted the new standard on January 1, ~~2018~~2019 using ~~the~~a modified retrospective ~~method of adoption; as a result,~~transition approach, which requires leases existing at, or entered into after, January 1, 2019 to be recognized and measured in the condensed consolidated balance sheet. The Company recognized additional net lease assets and lease liabilities of $105.3 million and $106.6 million, respectively, upon adoption of the ~~cumulative effect of adopting~~guidance. The difference between the ~~guidance~~additional lease assets and lease liabilities was recorded as ~~a $1.8 million increase~~an adjustment to the Company's opening balance of retained ~~earnings on the adoption date. The adoption of this guidance did~~earnings. Prior period amounts have not ~~have a material impact on~~been adjusted and continue to reflect the Company's ~~consolidated results of operations, cash flows and financial position.~~historical accounting.

~~In March 2017,~~As permitted under the FASB issued guidance for employers that sponsor defined benefit pension or other postretirement benefit plans. The guidance requires that these employers disaggregate specified components of net periodic pension cost and net periodic postretirement benefit cost (collectively, "net benefit cost"). Specifically, the guidance generally requires employers to present in the income statement the service cost component of net benefit cost in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The Company adopted this guidance on January 1, 2018; the impact was not material to the consolidated financial statements.

In August 2017, the FASB issued guidance with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. The new guidance, ~~provides~~the Company has made an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for ~~changes to current designation and measurement guidance for qualifying hedging relationships and to~~short term leases on a straight-line basis over the ~~method of presenting hedge results.~~lease term. In addition, the Company has elected to apply certain practical expedients available under the new guidance. As a result, and in connection with the transition to the new guidance, ~~includes certain targeted improvements~~the Company will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the classification of any expired or existing leases, or (iii) initial direct costs for any existing leases. The Company applied the practical expedients described above to ~~ease~~its entire lease portfolio at the ~~application of current guidance related to~~January 1, 2019 adoption date. Furthermore, as permitted under the ~~assessment of hedge effectiveness. The~~ new guidance, ~~is effective~~the Company has made, as a practical expedient, an accounting policy election to not separate lease and non-lease components and instead will account for ~~reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating~~each separate lease component and the ~~impact of the adoption of~~non-lease components associated with that lease component as a single lease component. Additional information and disclosures required by this ~~guidance on its consolidated results of operations and financial position.~~standard are contained in Note 8.

In February 2018, the FASB issued new guidance to address a narrow-scope financial reporting issue that arose as a consequence of federal tax legislation commonly referred to as the Tax Cuts and Jobs Act ("the TCJA"). Existing guidance requires that deferred tax liabilities and assets be adjusted for a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date. The guidance is applicable even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income (rather than in net income), such as amounts related to benefit plans and hedging activity. As a result, the tax effects of items within accumulated other comprehensive

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

income (referred to as stranded tax effects) do not reflect the appropriate tax rate. The new guidance, which was effective January 1, 2019, permits ~~for a~~ reclassification of these amounts from accumulated other comprehensive income to retained earnings thereby eliminating the stranded tax effects. The new guidance also requires certain disclosures about the stranded tax effects. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted for reporting periods for which financial statements haveCompany elected not ~~yet been issued. The new guidance can be applied either in the period of adoption or retrospectively~~ to ~~each period (or periods) in which the effect of the change in the U.S. federal corporate~~reclassify stranded tax effects from accumulated other comprehensive income ~~tax rate in the TCJA is recognized. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.~~to retained earnings.

From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by the Company as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. The Company has assessed the recently issued guidance that is not yet effective and, unless otherwise indicated above, believes the new guidance will not have a material impact on the its consolidated results of operations, cash flows or financial position.

Note 3 - Net revenues

The Company primarily generates revenue from the sale of medical devices including single use disposable devices and, to a lesser extent, reusable devices, instruments and capital equipment. Revenue is recognized when obligations under the terms of a contract with the Company’s customer are satisfied; this occurs upon the transfer of control of the products. Generally, transfer of control to the customer occurs at the point in time when the Company’s products are shipped from the manufacturing or distribution facility. For the Company’s ~~OEM~~Original Equipment and Development Services ("OEM") segment, most revenue is recognized over time because the OEM segment generates revenue from the sale of custom products that have no

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

alternative use and the Company has an enforceable right to payment ~~for~~to the extent that performance ~~completed to date.~~has been completed. The Company markets and sells products through its direct sales force and distributors to customers within the following end markets: (1) hospitals and healthcare providers; (2) other medical device manufacturers; and (3) home care providers such as pharmacies, which comprised 87%, 9%10% and 4%3% of consolidated net revenues, respectively, for the ~~six~~three months ended ~~July 1, 2018.~~March 31, 2019. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. With respect to the custom products sold in the OEM segment, revenue is measured using the units produced output method. Payment is generally due 30 days from the date of invoice.

The ~~Company has made~~following table disaggregates revenue by global product category for the ~~following accounting policy elections~~three months ended March 31, 2019 and ~~elected to use certain practical expedients, as permitted by~~April 1, 2018.



	Three Months Ended
	March 31, 2019		April 1, 2018
	(Dollars in thousands)
Vascular access	$	143,897	$	144,028
Anesthesia	80,252		84,922
Interventional	103,184		90,142
Surgical	86,719		85,621
Interventional urology	59,731		42,300
OEM	54,238		45,854
Other₍₁₎	85,563		94,363
Net revenues ₍₂₎	$	613,584	$	587,230

(1) Revenues in the ~~FASB,~~"Other" category in ~~applying ASC 606: (1)~~the table above include revenues generated from sales of the Company’s respiratory and urology products. For the three months ended March 31, 2019, the Company ~~accounts for amounts collected~~reclassified its cardiac products from ~~customers for sales and other taxes, net of related amounts remitted~~"Other" to ~~tax authorities; (2) the Company does not adjust the promised amount of consideration for the effects of a significant financing component because, at contract inception, the Company expects the~~"Interventional". The comparative prior year period ~~between the time when the Company transfers a promised good or service~~has been restated to conform to the ~~customer and the time when the customer pays for that good or service will be one year or less; (3) the Company expenses costs to obtain a contract as they are incurred if the expected~~current period of benefit, and therefore the amortization period, is one year or less; (4) the Company accounts for shipping and handling activities that occur after control transfers to the customer as a fulfillment cost rather than an additional promised service; (5) the Company classifies shipping and handling costs within cost of goods sold; and (6) with respect to the OEM segment, the Company has applied the practical expedient to exclude disclosure of remaining performance obligations as the contracts typically have a term of one year or less.presentation.

The amount of consideration the Company receives and revenue the Company recognizes varies as a result of changes in customer sales incentives, including discounts and rebates, and returns offered to customers. The estimate of revenue is adjusted upon the earlier of the following events: (i) the most likely amount of consideration expected to be received changes or (ii) the consideration becomes fixed. The Company’s policy is to accept returns only in cases in which the product is defective and covered under the Company’s standard warranty provisions. When the Company gives customers the right to return products, the Company estimates the expected returns based on an analysis of historical experience. The reserve for returns and allowances was $4.2 million and $4.5 million as of July 1, 2018 and July 2, 2017, respectively. In estimating customer rebates, the Company considers the lag time between the point of sale and the payment of the customer’s rebate claim, customer-specific trend analyses, contractual commitments, including stated rebate rates, historical experience with respect to specific customers and other relevant information as the Company has a history of providing similar rebates on similar products to similar customers. The reserve for customer incentive programs, including customer rebates, was $13.6 million and $10.7 million at July 1, 2018 and July 2, 2017, respectively. The Company expects the amounts subject to the reserve as of July 1, 2018 to be paid within 90 days subsequent to period-end.

(2)

The product categories listed above are presented on a global basis; in contrast, the Company’s reportable segments are defined exclusively based on the geographic location of segment operations (with the exception of the OEM reportable segment, which operates globally). The Company’s geographically based reportable segments include net revenues from each of the non-OEM product categories listed above.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

~~The following table disaggregates revenue by global product category for the three and six months ended July 1, 2018 and July 2, 2017.~~

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017
Revenue by global product category_{(1) (2)}
(Dollars in thousands)
Vascular access $ 140,604
$ 133,323
$ 284,845
$ 263,345
Anesthesia 89,810
85,938
175,229
167,143
Interventional 77,179
68,425
148,858
112,391
Surgical 90,489
90,740
176,139
178,044
Interventional urology 47,674
—
89,974
—
OEM 52,594
45,132
98,448
88,478
Other₍₃₎
111,516
105,055
223,603
207,093
Net revenues $ 609,866
$ 528,613
$ 1,197,096
$ 1,016,494

~~(1)~~

The product categories listed above are presented on a global basis; in contrast, the Company’s North American reportable segments generally are defined largely based on the particular products sold by the segments, and its non-North American reportable segments are defined exclusively based on the geographic location of segment operations (with the exception of the Original Equipment and Development Services ("OEM") reportable segment, which operates globally). The Company’s EMEA and Asia reportable segments, as well as its Latin America operating segment, include net revenues from each of the product categories listed above.

~~(2)~~

The methodology used to determine the product revenues included within certain of the product categories listed in the table above differs from the methodology used to recognize revenues in our reportable segments, including the similarly named North American reportable segments. The differences are due to the fact that segment classification generally is determined based on the call point within the customer's organization from which the purchase order resulting in the sales originated, while the classification of products within the product categories listed in the table above includes all sales of products within the listed product category, regardless of the call point within the customer's organization from which the sales originated.

~~(3) Other revenues in the table above comprise the Company’s respiratory, urology and cardiac product categories.~~

Note 4 — ~~Acquisitions~~Divestitures

On ~~June 21, 2018,~~February 4, 2019, the Company acquired certain assets of QT Vascular LTD ("QT Vascular"), a medical device company that developed and marketed coronary balloon catheters, which complement the Company's interventional product portfolio. The aggregate consideration transferred forsold substantially all the assets related to its vein catheter reprocessing business for $12.6 million. The Company recognized a $2.7 million pre-tax gain on the sale of assets, which ~~primarily consisted~~represents the excess of ~~intellectual property, was $20.6 million.~~

~~2017 Acquisitions~~

~~During 2017,~~the $9.7 million fair value of consideration received over the carrying value of the assets sold. In connection with the sale, the purchaser of the assets issued a secured promissory note to the Company ~~completed several acquisitions;~~in the ~~largest~~principal amount of ~~which were NeoTract, Inc. ("NeoTract") and Vascular Solutions, Inc. ("Vascular Solutions"), which~~$10.5 million. The purchaser's obligations under the notes are ~~summarized below.~~secured by a lien on substantially all of the purchaser's assets. The purchaser is obligated to repay the principal amount of the promissory note in annual installments of $2.1 million over the next five years. On the closing date, the fair value of the ~~consideration transferred for the 2017 acquisitions~~promissory note was ~~$2.0 billion.~~

~~NeoTract~~

~~On October 2, 2017,~~$7.6 million, which the Company ~~acquired NeoTract,~~calculated by applying a ~~medical device company that developed and commercialized~~discount rate determined after taking into account the UroLift System, a minimally invasive medical device for treating lower urinary tract symptoms due to benign prostatic hyperplasia, or BPH. The Company made initial payments of $725.6 million in cash less a favorable working capital adjustment of $1.4 million. Additionally, the estimated fair value of contingent consideration related to NeoTract sales-based milestones as of July 1, 2018 was $227.7 million. The contingent consideration liability represents the estimated fair valuecreditworthiness of the ~~Company’s obligations, under the acquisition agreement, to make payments~~purchaser. As of up to $375 million in the aggregate if specified sales goals through the end of 2020 are achieved. The Company made an additional payment of $75.0 million ($64.2 million of which was paid during the second quarter 2018 and $10.8 million of which was paid during the first week of the third quarter 2018) as a result of the achievement of a sales goal for the period from January 1, 2018 to April 30, 2018. Financial information of NeoTract is primarily presented within the Interventional Urology North America operating segment, which is included in the "all other" category in the Company's presentation of segment information.

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

The Company is continuing to evaluate the initial purchase price allocations in connection with its acquisition of NeoTract, and further adjustments may be necessary as a result of the Company's assessment of additional information related to the fair values of the assets acquired and liabilities assumed, primarily deferred tax liabilities, certain intangible assets and goodwill.

~~Vascular Solutions~~

~~On February 17, 2017,~~March 31, 2019, the Company acquired Vascular Solutions, a medical device company that developed and marketed products for use in minimally invasive coronary and peripheral vascular procedures. The aggregate consideration paid by the Companyrecorded $7.8 million as receivables in connection with the ~~acquisition was $975.5 million.~~

~~Pro forma combined financial information~~

~~The following unaudited pro forma combined financial information for~~promissory note, of which $1.9 million and $5.9 million are included in accounts receivable, net and other assets, respectively, within the three and six months ended July 2, 2017 gives effect to the Vascular Solutions and NeoTract acquisitions as if they had occurred on January 1, 2016. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company.

Three Months Ended Six Months Ended
July 2, 2017 July 2, 2017
(Dollars and shares in thousands, except per share)
Net revenue $ 558,836
$ 1,092,154
Net income $ 66,726
$ 103,833
Basic earnings per common share:
Net income $ 1.48
$ 2.31
Diluted earnings per common share:
Net income $ 1.43
$ 2.22
Weighted average common shares outstanding:
Basic 44,996
44,945
Diluted 46,818
46,716

The unaudited pro forma combined financial information presented above includes the accounting effects of the Vascular Solutions and NeoTract acquisitions, including, to the extent applicable, amortization charges from acquired intangible assets; adjustments for depreciation of property, plant and equipment; interest expense; and the related tax effects.condensed consolidated balance sheet.

Note 5 — Restructuring and impairment charges

The following tables provide information regarding restructuring and impairment charges recognized by the Company for the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, ~~2018 and July 2, 2017:~~2018:



Three Months Ended March 31, 2019
	Termination benefits		Other costs ₍₁₎		Total
	(Dollars in thousands)
2019 Footprint realignment plan	$	12,975	$	—	$	12,975
2018 Footprint realignment plan	$	437	$	574	$	1,011
Other restructuring programs ₍₂₎	126		253		379
Restructuring charges	$	13,538	$	827	$	14,365
Asset impairment charges	—		3,030		3,030
Restructuring and impairment charges	$	13,538	$	3,857	$	17,395



Three Months Ended April 1, 2018
	Termination benefits		Other costs ₍₁₎		Total
	(Dollars in thousands)
2016 Footprint realignment plan ₍₃₎	1,955		194		2,149
2014 Footprint realignment plan	116		8		124
Other restructuring programs ₍₄₎	585		205		790
Restructuring charges	$	2,656	$	407	$	3,063


(1)	Other costs include facility closure, contract termination and other exit costs.


(2)	Includes the Vascular Solutions integration program (initiated in 2017) as well as the 2016 and 2014 Footprint realignment plans.

Three Months Ended July 1, 2018
Termination benefits
Other costs ₍₂₎
Total
(Dollars in thousands)
2018 Footprint realignment plan
$ 52,345
$ 129
$ 52,474
Other restructuring programs ₍₁₎
574
440
1,014
Restructuring charges $ 52,919
$ 569
$ 53,488
Long-lived asset impairment charge —
1,865
1,865
Restructuring and impairment charges
$ 52,919
$ 2,434
$ 55,353
(3) The 2016 Footprint realignment plan involved the relocation of certain manufacturing operations, the relocation and outsourcing of certain distribution operations and a related workforce reduction at certain of the Company's facilities. The program is substantially complete and the Company expects future restructuring expenses associated with the program, if any, to be immaterial.

(4) Includes the Vascular Solutions integration program and the EMEA restructuring program (both initiated in 2017).

2019 Footprint Realignment Plan

In February 2019, the Company initiated a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations and related workforce reductions (the "2019 Footprint realignment plan"). These actions are expected to be substantially completed during 2022. The following table provides a summary of the Company’s cost estimates by major type of expense associated with the 2019 Footprint realignment plan:

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Three Months Ended July 2, 2017
Termination benefits
Other costs ₍₂₎
Total
(Dollars in thousands)
Restructuring charges ₍₃₎
$ 612
$ 258
$ 870

Six Months Ended July 1, 2018
Termination benefits
Other costs ₍₂₎
Total
(Dollars in thousands)
2018 Footprint realignment plan $ 52,345
$ 129
$ 52,474
2016 Footprint realignment plan 2,199
291
2,490
Other restructuring programs ₍₄₎
1,032
555
1,587
Restructuring charges $ 55,576
$ 975
$ 56,551
Long-lived asset impairment charge —
1,865
1,865
Restructuring and impairment charges $ 55,576
$ 2,840
$ 58,416

Six Months Ended July 2, 2017
Termination benefits
Other costs ₍₂₎
Total
(Dollars in thousands)
Vascular Solutions integration program $ 4,853
$ 34
$ 4,887
2017 EMEA restructuring program 6,536
—
6,536
2016 Footprint realignment plan 825
76
901
Other restructuring programs ₍₅₎
1,147
344
1,491
Restructuring charges $ 13,361
$ 454
$ 13,815



Type of expense	Total estimated amount expected to be incurred
Termination benefits	$19 million to $23 million
Other exit costs ₍₁₎	$1 million to $2 million
Restructuring charges	$20 million to $25 million
Restructuring related charges ₍₂₎	$36 million to $45 million
Total restructuring and restructuring related charges	$56 million to $70 million


(1)	~~Other restructuring programs include the 2016~~Includes facility closure, employee relocation, equipment relocation and ~~2014 Footprint realignment plans, the Vascular Solutions integration program and the 2017 EMEA restructuring program as well as the other 2016 restructuring programs.~~outplacement costs.


(2)	~~Other~~Restructuring related charges represent costs ~~include facility closure, contract termination, and other exit costs.~~

~~(3)~~

~~Restructuring charges include charges~~that are directly related to the ~~Vascular Solutions integration program, 2017 EMEA restructuring program, the 2016~~2019 Footprint realignment plan and ~~2014 footprint realignment plans, the 2017 Pyng integration program~~principally constitute costs to transfer manufacturing operations to existing lower-cost locations, project management costs and ~~the 2016 Other Restructuring programs. The Company committed~~accelerated depreciation. Most of these charges are expected to ~~the 2017 Pyng integration program, which relates to the integration~~be recognized in cost of ~~Pyng Medical Corp. (“Pyng”) into the Company, during the second quarter of 2017, following the Company’s acquisition of Pyng in April 2017.~~goods sold.

~~(4) Other~~In addition to the restructuring ~~programs include~~charges shown in the ~~2014~~tables above, the Company recorded restructuring related charges with respect to the 2019 Footprint realignment plan ~~Vascular Solutions integration program,~~of $0.6 million for the ~~2017 EMEA~~three months ended March 31, 2019 within cost of goods sold.

As of March 31, 2019, the Company has a restructuring ~~program and the other 2016 restructuring programs.~~

~~(5) Other restructuring programs include the 2014 Footprint realignment~~reserve of $12.5 million in connection with this plan, ~~the 2017 Pyng integration program and the 2016 Other Restructuring programs.~~

all of which relate to termination benefits.

2018 Footprint Realignment Plan

On May 1, 2018, the Company initiated a restructuring plan involving the relocation of certain European manufacturing operations to an existing lower-cost ~~location,~~locations, the outsourcing of certain of the Company’s European distribution operations and related workforce reductions (the “2018 Footprint realignment plan"). These actions are expected to be substantially completed by the end of 2024. ~~The following table provides a summary of the Company’s cost estimates by major type of expense associated with the 2018 Footprint realignment plan:~~



~~Type of expense~~	~~Total estimated amount expected to be incurred~~
~~Termination benefits~~	~~$60 million to $70 million~~
~~Other exit costs~~ ₍₁₎	~~$2 million to $4 million~~
~~Restructuring charges~~	~~$62 million to $74 million~~
~~Restructuring related charges~~ ₍₂₎	~~$40 million to $59 million~~
~~Total restructuring and restructuring related charges~~	~~$102 million to $133 million~~

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~


~~(1)~~	~~Includes contract termination, facility closure, employee relocation, equipment relocation and outplacement costs.~~

~~(2)~~

Consists of pre-tax charges related to accelerated depreciation and other costs directly related to the plan, primarily project management costs and costs to transfer manufacturing operations to the new location, as well as a charge associated with the Company’s exit from the facilities that is expected to be imposed by the taxing authority in the affected jurisdiction. Excluding this tax charge, substantially all of the charges are expected to be recognized within costs of goods sold.

In addition to the restructuring charges shown in the tables above, the Company recorded restructuring related charges with respect to the 2018 Footprint realignment plan of ~~$1.0~~$0.6 million for the three ~~and six~~ months ended ~~July 1, 2018~~March 31, 2019, within cost of goods sold.

~~As of July 1, 2018, the Company has a restructuring reserve of $51.4 million related to this plan, all of which related to termination benefits.~~

~~2016 Footprint Realignment Plan~~

In 2016, the Company initiated a restructuring plan (the “2016 Footprint realignment plan") involving the relocation of certain manufacturing operations, the relocation and outsourcing of certain distribution operations and a related workforce reduction at certain of the Company's facilities. These actions commenced in the first quarter of 2016 and are expected to be substantially completed by the end of 2018.

In addition to the restructuring charges shown in the tables above, the Company recorded restructuring related charges with respect to the 2016 Footprint realignment plan of $2.0 million and $3.3 million for the three and six months ended July 1, 2018 and $2.0 million and $4.1 million for the three and six months ended July 2, 2017, respectively. The majority of these restructuring related charges in both periods constituted ~~accelerated depreciation and other~~ costs arising ~~principally as a result of~~from the transfer of manufacturing operations to new locations.

The Company estimates that itis will incur aggregate pre-tax restructuring and restructuring related charges in connection with the ~~2016~~2018 Footprint realignment plan of approximately ~~$43~~$102 million to $133 million. As of ~~July 1, 2018,~~March 31, 2019, the Company has incurred aggregate restructuring charges in connection with the ~~2016~~2018 Footprint realignment plan of ~~$17.1~~$56.0 million. ~~Additionally,~~In addition, as of ~~July 1, 2018,~~March 31, 2019, the Company has incurred aggregate restructuring related charges of ~~$18.0~~$4.7 million with respect to the ~~2016~~2018 Footprint realignment plan, consisting of accelerated depreciation and certain other costs that principally resulted from the transfer of manufacturing operations to new locations. The restructuring related charges primarily were included in cost of goods sold. As of ~~July 1, 2018,~~March 31, 2019, the Company has a restructuring reserve of ~~$6.3~~$47.5 million ~~related to~~in connection with this plan, all of which related to termination benefits.

2014 Footprint Realignment Plan

In 2014, the Company initiated a restructuring plan (“the 2014 Footprint realignment plan”) involving the consolidation of operations and a related reduction in workforce at certain facilities, and the relocation of manufacturing operations from certain higher-cost locations to existing lower-cost locations. These actions commenced in the second quarter 2014 and are expected to be substantially completed by the end of 2020.

The Company recorded restructuring related charges with respect to the ~~first half~~2014 Footprint realignment plan of ~~2020.~~ $0.7 million and $0.4 million for the three months ended March 31, 2019, and April 1, 2018, respectively. The majority of these restructuring related charges in both periods constituted costs arising from the transfer of manufacturing operations to new locations.

The Company estimates that it will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2014 Footprint realignment plan of ~~approximately $46~~$47 million to ~~$51~~$52 million.

In addition to the restructuring charges set forth in the tables above, the Company recorded restructuring related charges with respect to the 2014 Footprint realignment plan of $0.6 million and $1.0 million for the three and six months ended July 1, 2018, respectively, and $0.5 million and $2.1 million for the three and six months endedJuly 2, 2017, respectively. The majority of these restructuring related charges in both periods constituted accelerated depreciation and other costs arising principally as a result of the transfer of manufacturing operations to new locations.

As of ~~July 1, 2018,~~March 31, 2019, the Company has incurred aggregate restructuring charges of $12.7 million in connection with the 2014 Footprint realignment plan ~~aggregating to $12.2 million~~. Additionally, as of ~~July 1, 2018,~~March 31, 2019, the Company has incurred aggregate restructuring related charges ~~aggregating to $27.9~~of $29.8 million ~~related to~~in connection with the 2014 Footprint realignment plan, consisting of accelerated depreciation and certain other costs

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

that principally resulted from the transfer of manufacturing operations from the existing locations to new locations. These restructuring related charges primarily were included in cost of goods sold. As of ~~July 1, 2018,~~March 31, 2019, the Company has a restructuring reserve of ~~$3.9~~$3.8 million in connection with the plan, all of which related to termination benefits.

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

As the restructuring programs progress, management will reevaluate the estimated expenses and charges set forth above, and may revise its estimates, as appropriate, consistent with GAAP. For ~~a description of~~additional information related to the Company's restructuring programs, see Note 45 to the Company's consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, ~~2017.~~

Restructuring charges by reportable operating segment, and by all other operating segments in the aggregate, for the three and six months ended July 1, 2018 and July 2, 2017 are set forth in the following table:

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017
(Dollars in thousands)
Vascular North America $ 202
$ 353
$ 523
$ 1,081
Interventional North America 362
191
907
4,406
Anesthesia North America 91
564
125
811
EMEA 52,539
(412 ) 52,790
7,115
All other 294
174
2,206
402
Restructuring charges $ 53,488
$ 870
$ 56,551
$ 13,815
2018.

Note 6 — Inventories, net

Inventories as of ~~July 1, 2018~~March 31, 2019 and December 31, ~~2017~~2018 consisted of the following:


	July 1, 2018		December 31, 2017		March 31, 2019		December 31, 2018
	(Dollars in thousands)				(Dollars in thousands)
Raw materials	$	103,005	$	98,451	$	116,257	$	111,105
Work-in-process	63,386		62,381		69,866		62,334
Finished goods	239,037		234,912		259,443		254,339
Inventories, net	$	405,428	$	395,744	$	445,566	$	427,778

Note 7 — Goodwill and other intangible assets, net

The following table provides information relating to changes in the carrying amount of goodwill by reportable operating segment ~~and by all other operating segments in the aggregate,~~ for the ~~six~~three months ended ~~July 1, 2018:~~March 31, 2019:


	Vascular North America		Interventional North America			Anesthesia North America			Surgical North America		EMEA			Asia			OEM		All Other			Total			Americas		EMEA				Asia		OEM		Total
	(Dollars in thousands)																								(Dollars in thousands)
December 31, 2017	$	264,869	$	433,049		$	157,289		$	250,912	$	494,548		$	209,200		$	4,883	$	420,842		$	2,235,592
December 31, 2018																									$	1,549,534	$	480,615			$	211,547	$	4,883	$	2,246,579
Goodwill related to acquisitions	—		422			—			—		9			3			—		145			579			174		75				476		—		725
Currency translation adjustment	—		(1,938		)	(395		)	—		(9,836		)	(2,352		)	—		(762		)	(15,283		)	485		(1,460		)	—	1,439		—		464
July 1, 2018	$	264,869	$	431,533		$	156,894		$	250,912	$	484,721		$	206,851		$	4,883	$	420,225		$	2,220,888
March 31, 2019																									$	1,550,193	$	479,230			$	213,462	$	4,883	$	2,247,768

The Company's gross carrying amount of, and accumulated amortization relating to, intangible assets as of March 31, 2019 and December 31, 2018 were as follows:



	Gross Carrying Amount				Accumulated Amortization
	March 31, 2019		December 31, 2018		March 31, 2019			December 31, 2018
	(Dollars in thousands)
Customer relationships	$	1,022,131	$	1,030,194	$	(333,633	)	$	(322,972	)
In-process research and development	28,137		28,457		—			—
Intellectual property	1,358,049		1,363,516		(341,986		)	(322,539		)
Distribution rights	23,405		23,465		(18,075		)	(17,860		)
Trade names	564,045		565,070		(39,904		)	(36,379		)
Non-compete agreements	22,840		23,004		(10,521		)	(8,904		)
	$	3,018,607	$	3,033,706	$	(744,119	)	$	(708,654	)

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 8 — Leases

The Company has operating leases for various types of properties, consisting of manufacturing plants, engineering and research centers, distribution warehouses, offices and other facilities, and equipment used in operations. Some leases provide the Company with an option, exercisable at the Company's ~~gross carrying amount~~sole discretion, to terminate the lease or extend the lease term for one or more years. When measuring assets and liabilities arising from a lease that provides the Company with an option to extend the lease term, the Company takes into account payments to be made in the optional extension period when it is reasonably certain that the Company will exercise the option. Total lease cost (all of ~~and accumulated amortization relating~~which related to ~~intangible assets as~~operating leases) was $6.1 million for the three months ended March 31, 2019.

Maturities of ~~July 1, 2018 and~~lease liabilities



	March 31, 2019
	(Dollars in thousands)
2019	$	18,674
2020	24,274
2021	21,931
2022	19,739
2023	16,137
2024 and thereafter	40,682
Total lease payments	141,437
Less: interest	(20,384		)
Present value of lease liabilities	121,053

Supplemental information



	March 31, 2019
	(Dollars in thousands)
Total lease liabilities ₍₁₎	$	121,053
Cash paid for amounts included in the measurement of lease liabilities within operating cash flows	$	6,900
Right of use assets obtained in exchange for operating lease obligations	$	17,519
Weighted average remaining lease term	6.79 years
Weighted average discount rate	4.23		%

(1) The current portion of the operating lease liabilities of $20.3 million is included in Other current liabilities.

As of December 31, ~~2017~~2018, minimum lease payments under noncancellable operating leases were expected to be as follows:

Gross Carrying Amount Accumulated Amortization
July 1, 2018 December 31, 2017 July 1, 2018 December 31, 2017
(Dollars in thousands)
Customer relationships $ 1,016,254
$ 1,023,837
$ (302,216 ) $ (281,263 )
In-process research and development 29,763
34,672
—
—
Intellectual property 1,295,555
1,287,487
(296,217 ) (258,580 )
Distribution rights 23,570
23,697
(17,417 ) (16,996 )
Trade names 568,227
571,510
(29,244 ) (22,069 )
Non-compete agreements 23,507
23,429
(5,578 ) (1,976 )
$ 2,956,876
$ 2,964,632
$ (650,672 ) $ (580,884 )



	December 31, 2018
	(Dollars in thousands)
2019	$	25,294
2020	23,216
2021	21,419
2022	19,460
2023	17,403
2024 and thereafter	41,368

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 89 — Financial instruments

Foreign ~~Currency Forward Contracts~~currency forward contracts

The Company uses derivative instruments for risk management purposes. Foreign currency forward contracts designated as cash flow hedges are used to manage exposure related to foreign currency transactions. Foreign currency forward contracts not designated as hedges for accounting purposes are used to manage exposure related to near term foreign currency denominated monetary assets and liabilities. The Company enters into the non-designated foreign currency forward contracts for periods consistent with its currency translation exposures, which generally approximate one month. For the three ~~and six~~ months ended ~~July 1, 2018~~March 31, 2019, the Company recognized a loss related to non-designated foreign currency forward contracts of ~~$1.4 million and $0.7 million, respectively.~~$3.0 million. For the three ~~and six~~months ended ~~July 2, 2017,~~April 1, 2018, the Company recognized a ~~loss~~gain related to non-designated foreign currency forward contracts of ~~$2.3~~$0.6 million.

The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of March 31, 2019 and December 31, 2018 was $63.4 million and ~~$3.1~~$115.3 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of March 31, 2019 and December 31, 2018 was $132.8 million and $125.9 million, respectively. All open foreign currency forward contracts as of March 31, 2019 have durations of twelve months or less.

Cross-currency interest rate swaps

On March 4, 2019, the Company entered into cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of the cross-currency swap agreements, the Company has notionally exchanged $250 million at an annual interest rate of 4.8750% for €219.2 million at an annual interest rate of 2.4595%. The swap agreements are designed as net investment hedges and expire on March 4, 2024.

On October 4, 2018, the Company entered into cross-currency swap agreements with six different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of the cross-currency swap agreements, the Company has notionally exchanged $500 million at an annual interest rate of 4.625% for €433.9 million at an annual interest rate of 1.942%. The swap agreements are designed as net investment hedges and expire on October 4, 2023.

The swap agreements described above require an exchange of the notional amounts upon expiration or earlier termination of the agreements. We and the counterparties have agreed to effect the exchange through a net settlement.

The cross-currency swaps are marked to market at each reporting date and any changes in fair value are recognized as a component of Accumulated other comprehensive income (loss) ("AOCI"). For the three months ended March 31, 2019, the Company recognized foreign exchange gain of $10.6 million in foreign currency translation adjustments within AOCI related to the cross-currency swaps.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Balance Sheet Presentation

The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative financial instruments as of ~~July 1, 2018~~March 31, 2019 and December 31, ~~2017:~~2018:


	July 1, 2018		December 31, 2017		March 31, 2019		December 31, 2018
	Fair Value				Fair Value
	(Dollars in thousands)				(Dollars in thousands)
Asset derivatives:
Designated foreign currency forward contracts	$	1,513	$	914	$	883	$	1,216
Non-designated foreign currency forward contracts	441		307		264		106
Cross-currency interest rate swap					23,129		14,728
Prepaid expenses and other current assets	$	1,954	$	1,221	24,276		16,050
Cross-currency interest rate swap					11		—
Other assets					11		—
Total asset derivatives	$	1,954	$	1,221	24,287		16,050
Liability derivatives:
Designated foreign currency forward contracts	$	759	$	1,373	1,054		524
Non-designated foreign currency forward contracts	102		53		533		264
Other current liabilities	$	861	$	1,426	1,587		788
Cross-currency interest rate swap					3,713		7,793
Other liabilities					3,713		7,793
Total liability derivatives	$	861	$	1,426	$	5,300	$	8,581

~~The total notional~~See Note 11 for information on the location and amount ~~for all open foreign currency forward contracts designated as cash flow hedges as~~ of ~~July 1, 2018~~gains and ~~December 31, 2017 was $113.8 million and $88.5 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as~~losses attributable to derivatives that were reclassified from AOCI to expense (income), net of ~~July 1, 2018 and December 31, 2017 was $110.5 million and $110.6 million, respectively. All open foreign currency forward contracts as of July 1, 2018 have durations of twelve months or less.~~tax.

There was no ineffectiveness related to the Company’s cash flow hedges during the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, ~~2018 and July 2, 2017.~~

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

~~Concentration of Credit Risk~~

Concentrations of credit risk with respect to trade accounts receivable are generally limited due to the Company’s large number of customers and their diversity across many geographic areas. However, a portion of the Company’s trade accounts receivable outside the United States include sales to government-owned or supported healthcare systems in several countries, which are subject to payment delays. Payment is dependent upon the creditworthiness of the healthcare systems in those countries and the financial stability of those countries' economies.

Certain of the Company’s customers, particularly in Greece, Italy, Spain and Portugal, have extended or delayed payments for products and services already provided, raising collectability concerns regarding the Company’s accounts receivable from these customers. As a result, the Company continues to closely monitor the allowance for doubtful accounts with respect to these customers. The following table provides information regarding the Company's allowance for doubtful accounts, the aggregate net current and long-term trade accounts receivable related to customers in Greece, Italy, Spain and Portugal and the percentage of the Company’s total net current and long-term trade accounts receivable represented by these customers' trade accounts receivable at July 1, 2018 and December 31, 2017:

July 1, 2018
December 31, 2017

(Dollars in thousands)
Allowance for doubtful accounts ₍₁₎
$ 9,525
$ 10,255
Current and long-term trade accounts receivable, net in Greece, Italy, Spain and Portugal ₍₂₎
$ 52,569

$ 49,054
Percentage of total net current and long-term trade accounts receivable - Greece, Italy, Spain and Portugal 15.0 %
14.6 %

(1) The current portion of the allowance for doubtful accounts was $3.6 million and $3.5 million as of July 1, 2018 and December 31, 2017, respectively, and was recognized in accounts receivable, net.


~~(2)~~	~~The long-term portion of trade accounts receivable, net from customers in Greece, Italy, Spain and Portugal at July 1, 2018 and December 31, 2017 was $3.5 million and $3.3 million, respectively.~~

~~For the six months ended July 1, 2018 and July 2, 2017, net revenues from customers in Greece, Italy, Spain and Portugal were $75.7 million and $64.5 million, respectively.~~2018.

Note 910 — Fair value measurement

For a description of the fair value hierarchy, see Note 1011 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

The following tables provide information regarding the Company's financial assets and liabilities that are measured at fair value on a recurring basis as of ~~July 1, 2018~~March 31, 2019 and December 31, ~~2017:~~2018:


	Total carrying value at July 1, 2018		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)		Total carrying value at March 31, 2019		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
	(Dollars in thousands)								(Dollars in thousands)
Investments in marketable securities	$	9,272	$	9,272	$	—	$	—	$	9,690	$	9,690	$	—	$	—
Derivative assets	1,954		—		1,954		—		24,287		—		24,287		—
Derivative liabilities	861		—		861		—		5,300		—		5,300		—
Contingent consideration liabilities	242,659		—		—		242,659		180,362		—		—		180,362

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	Total carrying value at December 31, 2017		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)		Total carrying value at December 31, 2018		Quoted prices in active markets (Level 1)		Significant other observable Inputs (Level 2)		Significant unobservable Inputs (Level 3)
	(Dollars in thousands)								(Dollars in thousands)
Investments in marketable securities	$	9,045	$	9,045	$	—	$	—	$	8,671	$	8,671	$	—	$	—
Derivative assets	1,221		—		1,221		—		16,050		—		16,050		—
Derivative liabilities	1,426		—		1,426		—		8,581		—		8,581		—
Contingent consideration liabilities	272,136		—		—		272,136		304,248		—		—		304,248

There were no transfers of financial assets or liabilities reported at fair value among Level 1, Level 2 or Level 3 within the fair value hierarchy during the ~~six~~three months ended ~~July 1, 2018.~~March 31, 2019.

Valuation Techniques

The Company’s financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities held in trust, which are available to satisfy benefit obligations under Company benefit plans and other arrangements. The investment assets of the trust are valued using quoted market prices.

The Company’s financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward ~~contracts.~~contracts and cross-currency interest rate swap agreements. The Company uses foreign currency forward contracts and cross-currency interest rate swap agreements to manage foreign currency transaction exposure as well as exposure to foreign currency denominated monetary assets and liabilities. The Company measures the fair value of the foreign currency forward ~~contracts~~and cross-currency swap agreements by calculating the amount required to enter into offsetting contracts with similar remaining maturities, ~~as of the measurement date,~~ based on quoted market prices, and taking into account the creditworthiness of the counterparties.

The Company’s financial liabilities valued based upon Level 3 inputs (inputs that are not observable in the market) are comprised of contingent consideration arrangements pertaining to the Company’s acquisitions, which are discussed immediately below.

Contingent consideration

As of July 1, 2018, the Company estimates that contingent consideration payments will occur in 2018 through 2029, and the maximum amount of undiscounted payments the Company could make under contingent consideration arrangements is $335.2 million. The contingentContingent consideration liabilities, which primarily consist of ~~Company obligations payable if specified net sales~~revenue-based goals, ~~are achieved,~~ are remeasured to fair value each reporting period using assumptions including estimated revenues (based on internal operational budgets and long-range strategic plans), discount rates, probability of payment and projected payment dates.

The contingent consideration fair value measurement is based on significant inputs not observable in the market and therefore constitute Level 3 inputs within the fair value hierarchy. The contingent consideration liability related to the NeoTract acquisition represents the estimated fair value of the Company's obligations to make payments of up to $375 million in the aggregate if specified sales goals are achieved. Specifically, the payments are based on net sales (as defined in the NeoTract acquisition agreement) for the periods from January 1, 2018 through April 30, 2018 and the years ended December 31, 2018, 2019 and 2020. The Company ~~made payments of $75.0 million ($64.2 million of which was paid during~~determines the second quarter 2018 and $10.8 million of which was paid during the first week of the third quarter 2018) as a result of the achievement of a sales goal for the period from January 1, 2018 to April 30, 2018. The fair value of the contingent consideration ~~related to the NeoTract acquisition was estimated~~liabilities using a Monte Carlo ~~valuation approach, which simulates~~simulation (which involves a simulation of future revenues during the earn out-period using management's best ~~estimates. The Company determines the value of its other contingent consideration liabilities based on~~estimates) or a probability-weighted discounted cash flow analysis. Increases in projected revenues, estimated cash flows and probabilities of payment may result in significantly higher fair value measurements; decreases in these items may have the opposite effect. Increases in the discount rates in periods prior to payment may result in significantly lower fair value ~~measurements;~~measurements and decreases in ~~these items~~the discount rates may have the opposite effect.

The table below provides additional information regarding the valuation technique and inputs used in determining the fair value of contingent ~~consideration recognized in connection with the NeoTract acquisition.~~consideration.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)



Contingent Consideration Liability	Valuation Technique		Unobservable Input		Range
~~Contingent consideration~~Milestone-based payment
	Discounted cash flow		Discount rate		4.1% - 5.7%
			Projected year of payment		2019 - 2023
Revenue-based
	Monte Carlo simulation		Revenue volatility		~~22.3~~	%19.7% - 24.7%
			Risk free rate		Cost of debt structure

		Projected year of payment		~~2018~~2020 - ~~2021~~2022

	Discounted cash flow		Discount rate		10.0% - 10.5%
			Projected year of payment		2019 - 2029

The following table provides information regarding changes in the Company's contingent consideration liabilities during the ~~six~~three months ended ~~July 1, 2018, in Level 3 financial liabilities related to contingent consideration:~~March 31, 2019:

Contingent consideration
2018
(Dollars in thousands)
Balance - December 31, 2017 $ 272,136
Additions₍₁₎
396
Payment (64,372 )
Revaluations 34,618
Translation adjustment (119 )
Balance - July 1, 2018 $ 242,659



	Contingent consideration
	2019
	(Dollars in thousands)
Balance - December 31, 2018	$	304,248
Payments ₍₁₎	(136,888		)
Revaluations	13,057
Translation adjustment	(55		)
Balance - March 31, 2019	$	180,362

(1) ~~The Company established~~Consists mainly of a ~~liability related to the estimated fair value of contingent consideration~~$106.8 million payment associated with the ~~acquired assets~~Company's acquisition of NeoTract, Inc. and resulting from ~~QT Vascular.~~the achievement of a sales goal for the period from January 1, 2018 to December 31, 2018 and $30.0 million of payments associated with the Company's acquisition of Essential Medical, Inc. and resulting from achievement of a regulatory goal.

Note 1011 — Shareholders’ equity

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in the same manner except that the weighted average number of shares is increased to include dilutive securities. The following table provides a reconciliation of basic to diluted weighted average number of common shares outstanding:


	Three Months Ended		Six Months Ended		Three Months Ended
	July 1, 2018	July 2, 2017	July 1, 2018	July 2, 2017	March 31, 2019	April 1, 2018
	(Shares in thousands)				(Shares in thousands)
Basic	45,581	44,996	45,455	44,945	46,050	45,329
Dilutive effect of share-based awards	—	866	1,052	843	892	1,044
Dilutive effect of convertible notes and warrants	—	956	264	928
Dilutive effect of convertible warrants					—	322
Diluted	45,581	46,818	46,771	46,716	46,942	46,695

The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share were ~~2.0~~0.1 million ~~(inclusive of 1.2~~and 0.6 million ~~potentially dilutive shares that were excluded because of the net loss~~ for the three months ended ~~July 1, 2018)~~March 31, 2019 and ~~0.7 million for the three and six months ended July~~April 1, 2018, ~~respectively, and 0.7 millionand0.6 million for the three and six months ended July 2, 2017,~~ respectively.

In connection with the issuance by the Company in 2010 of convertible notes that matured in August 2017, and as part of hedging arrangements between the Company and two institutional counterparties, the Company issued warrants to the counterparties, entitling them to purchase Company common stock. These transactions are described in greater detail in Note 11 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. At July 1, 2018, warrants to purchase 197,274 shares at an exercise price of $74.65 per share remained outstanding. The remaining warrants expire ratably over a period ending on August 31, 2018. At July 1, 2018, the intrinsic value of the warrants (i.e. the excess of the aggregate market price of the underlying shares over the aggregate exercise price of the warrants) was $38.5 million.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the ~~six~~three months ended ~~July~~March 31, 2019 and April 1, ~~2018 and July 2, 2017:~~2018:



	Cash Flow Hedges			Pension and Other Postretirement Benefit Plans			Foreign Currency Translation Adjustment			Accumulated Other Comprehensive (Loss) Income
	(Dollars in thousands)
Balance as of December 31, 2018	$	807		$	(131,380	)	$	(210,512	)	$	(341,085	)
Other comprehensive income (loss) before reclassifications	(434		)	(122		)	(236		)	(792		)
Amounts reclassified from accumulated other comprehensive income	(163		)	1,351			—			1,188
Net current-period other comprehensive income (loss)	(597		)	1,229			(236		)	396
Balance as of March 31, 2019	$	210		$	(130,151	)	$	(210,748	)	$	(340,689	)



	Cash Flow Hedges			Pension and Other Postretirement Benefit Plans			Foreign Currency Translation Adjustment			Accumulated Other Comprehensive (Loss) Income
	(Dollars in thousands)
Balance as of December 31, 2017	$	340		$	(138,808	)	$	(126,623	)	$	(265,091	)
Other comprehensive (loss) before reclassifications	1,341			(478		)	81,188			82,051
Amounts reclassified from accumulated other comprehensive loss	(720		)	1,359			—			639
Net current-period other comprehensive income	621			881			81,188			82,690
Balance as of April 1, 2018	$	961		$	(137,927	)	$	(45,435	)	$	(182,401	)

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Cash Flow Hedges Pension and Other Postretirement Benefit Plans Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income
(Dollars in thousands)
Balance as of December 31, 2017 $ 340
$ (138,808 ) $ (126,623 ) $ (265,091 )
Other comprehensive income (loss) before reclassifications 1,103
188
(44,517 ) (43,226 )
Amounts reclassified from accumulated other comprehensive income (811 ) 2,708
—
1,897
Net current-period other comprehensive income (loss) 292
2,896
(44,517 ) (41,329 )
Balance as of July 1, 2018 $ 632
$ (135,912 ) $ (171,140 ) $ (306,420 )

Cash Flow Hedges Pension and Other Postretirement Benefit Plans Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income
(Dollars in thousands)
Balance at December 31, 2016 $ (2,424 ) $ (136,596 ) $ (299,697 ) $ (438,717 )
Other comprehensive (loss) before reclassifications 2,684
(669 ) 112,667
114,682
Amounts reclassified from accumulated other comprehensive loss 2,477
2,263
—
4,740
Net current-period other comprehensive income 5,161
1,594
112,667
119,422
Balance at July 2, 2017 $ 2,737
$ (135,002 ) $ (187,030 ) $ (319,295 )

The following table provides information relating to the location in the statements of operations and amount of reclassifications of losses/(gains) in accumulated other comprehensive (loss) income into expense/(income), net of tax, for the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, ~~2018 and July 2, 2017:~~2018:


	Three Months Ended						Six Months Ended						Three Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018			July 2, 2017			March 31, 2019			April 1, 2018
	(Dollars in thousands)												(Dollars in thousands)
(Gains) losses on foreign exchange contracts:
Cost of goods sold	$	(118	)	$	1,303		$	(951	)	$	2,948		$	(186	)	$	(833	)
Total before tax	(118		)	1,303			(951		)	2,948			(186		)	(833		)
Taxes (benefit)	27			(204		)	140			(471		)	23			113
Net of tax	$	(91	)	$	1,099		$	(811	)	$	2,477		$	(163	)	$	(720	)

Losses (gains) on cross-currency swaps (net investment hedge):
Interest expense													$	(3,882	)	$	—
Total before tax													(3,882		)	—
Tax expense													929			—
Net of tax													$	(2,953	)	$	—
Amortization of pension and other postretirement benefit items_(1):	Amortization of pension and other postretirement benefit items_(1):												Amortization of pension and other postretirement benefit items _(1):
Actuarial losses	$	1,734		$	1,727		$	3,480		$	3,453		$	1,740		$	1,746
Prior-service costs	23			30			47			59			22			24
Total before tax	1,757			1,757			3,527			3,512			1,762			1,770
Tax benefit	(408		)	(625		)	(819		)	(1,249		)	(411		)	(411		)
Net of tax	$	1,349		$	1,132		$	2,708		$	2,263		$	1,351		$	1,359

Total reclassifications, net of tax	$	1,258		$	2,231		$	1,897		$	4,740		$	(1,765	)	$	639

(1) These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit ~~plans (see Note 12 for additional information).~~plans.

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

Note 1112 — Taxes on income from continuing operations

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017
Effective income tax rate 136.3% 13.4% 23.2% 7.4%

The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017. The legislation significantly changes U.S. tax law by, among other things, permanently reducing corporate income tax rates from a maximum of 35% to 21%, effective January 1, 2018; implementing a territorial tax system, by generally providing for, among other things, a dividends received deduction on the foreign source portion of dividends received from a foreign corporation if specified conditions are met; and imposing a one-time repatriation tax on undistributed post-1986 foreign subsidiary earnings and profits, which are deemed repatriated for purposes of the tax. In addition, the TCJA imposes two new U.S. tax base erosion provisions: (1) the global intangible low-taxed income ("GILTI") provisions and (2) the base erosion and anti-abuse tax ("BEAT") provisions, which are explained in more detail in Note 13 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2017.

In accordance with the applicable provisions of SEC Staff Accounting Bulletin No. 118, the Company included in its consolidated financial statements as of December 31, 2017 provisional amounts reflecting the tax impact related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities. Once the Company's accounting for the income tax effects of the TCJA is complete, the amounts with respect to the income tax effects of the TCJA may differ from the provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the TCJA.



	Three Months Ended
	March 31, 2019	April 1, 2018
Effective income tax rate	20.7%	10.2%

The effective income tax rate for the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, 2018 was ~~136.3%~~20.7% and ~~23.2%~~10.2%, ~~respectively, and 13.4% and 7.4% for the three and six months ended July 2, 2017,~~ respectively. The effective income tax rate for the three ~~and six~~ months ended ~~July 1, 2018~~March 31, 2019, as compared to the prior year ~~periods reflect~~period, reflects the impact of non-deductible termination benefits ~~and other costs~~ incurred in connection with the ~~2018~~2019 Footprint realignment ~~plan and a non-deductible contingent consideration expense recognized in connection with an increase in the fair value of the NeoTract contingent consideration liability.~~plan. In addition, the effective tax rate for the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, 2018 ~~includes~~include the benefit of a lower U.S. corporate income tax rate of 21.0% resulting from the enactment of the TCJA, partially offset by a tax ~~cost~~costs associated with ~~GILTI~~the global intangible low income provisions of the TCJA, which require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary's intangible assets, and other ~~TCJA related~~TCJA-related changes. ~~The effective tax rate for the six months ended July 2, 2017 reflects a tax benefit associated with costs incurred in connection with the Vascular Solutions acquisition.~~

~~Note 12 — Pension and other postretirement benefits~~

The Company has a number of defined benefit pension and postretirement plans covering eligible U.S. and non-U.S. employees. As of July 1, 2018, no further benefits are being accrued under the Company’s U.S. defined benefit pension plans and the Company’s other postretirement benefit plans, other than certain postretirement benefit plans covering employees subject to a collective bargaining agreement.

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

~~Net pension and other postretirement benefits expense (income) consist of the following:~~

Pension
Three Months Ended Other Postretirement Benefits
Three Months Ended Pension
Six Months Ended Other Postretirement Benefits
Six Months Ended
July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017
(Dollars in thousands)
Service cost $ 376
$ 720
$ 52
$ 75
$ 754
$ 1,437
$ 104
$ 149
Interest cost 3,718
3,789
378
379
7,439
7,574
756
757
Expected return on plan assets (7,415 ) (6,750 ) —
—
(14,836 ) (13,493 ) —
—
Net amortization and deferral 1,695
1,691
62
66
3,403
3,381
124
131
Net benefits expense (income) $ (1,626 ) $ (550 ) $ 492
$ 520
$ (3,240 ) $ (1,101 ) $ 984
$ 1,037

Note 13 — Commitments and contingent liabilities

Environmental: The Company is subject to contingencies as a result of environmental laws and regulations that in the future may require the Company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the Company or other parties. Much of this liability results from the U.S. Comprehensive Environmental Response, Compensation and Liability Act, often referred to as Superfund, the U.S. Resource Conservation and Recovery Act and similar state laws. These laws require the Company to undertake

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

certain investigative and remedial activities at sites where the Company conducts or once conducted operations or at sites where Company-generated waste was disposed.

Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, the regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially responsible parties. At ~~July 1, 2018,~~March 31, 2019, the Company has recorded ~~$1.0~~$0.9 million and ~~$5.7~~$6.6 million in accrued liabilities and other liabilities, respectively, relating to these matters. Considerable uncertainty exists with respect to these liabilities and, if adverse changes in circumstances occur, the potential liability may exceed the amount accrued as of ~~July 1, 2018.~~March 31, 2019. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be ~~15-20~~10-15 years.

Litigation: The Company is a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, product warranty, commercial disputes, intellectual property, contract, employment, environmental and other matters. As of ~~July 1, 2018,~~March 31, 2019, the Company has recorded accrued liabilities of ~~$1.7~~$0.4 million in connection with such contingencies, representing its best estimate of the cost within the range of estimated possible losses that will be incurred to resolve these matters.

Based on information currently available, advice of counsel, established reserves and other resources, the Company does not believe that the outcome of any outstanding litigation and claims is likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in the period incurred.

Tax audits and examinations: The Company and its subsidiaries are routinely subject to tax examinations by various tax authorities. As of ~~July 1, 2018,~~March 31, 2019, the most significant tax ~~examinations~~examination in process ~~are~~is in ~~Germany and Italy.~~Germany. The Company may establish reserves with respect to its uncertain tax positions, after which it adjusts the reserves to address developments with respect to its uncertain tax positions, including developments in ~~these~~this tax ~~examinations.~~examination. Accordingly, developments in tax audits and examinations, including resolution of uncertain tax positions, could result in increases or decreases to the Company’s recorded tax liabilities, which could impact the Company’s financial results.

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

Other: The Company has various purchase commitments for materials, supplies and other items occurring in the ordinary conduct of its business. On average, such commitments are not at prices in excess of current market prices.

Note 14 — Segment information

~~Following~~During the first quarter 2019, the chief operating decision maker, or CODM, (the Company's acquisition of Vascular Solutions, the Company commenced an integration program under which it is combining the Vascular Solutions' business with some of its legacy businesses. As a result, effective during the fourth quarter 2017, the Company realigned its operating segments. The changes to the operating segments were also made to reflectChief Executive Officer) changed the manner in which ~~the Company’s chief operating decision maker assesses~~he reviews financial information for purposes of assessing business performance and ~~allocates resources. The~~allocating resources by focusing on the geographic location of all non-OEM operations. As a result, the Company ~~now has~~changed its segment presentation. Specifically, the ~~following seven reportable segments:~~ Vascular North America, Interventional North America, Anesthesia North America, Surgical North America, Europe, Middle East and Africa ("EMEA"), Asia and Original Equipment and Development Services ("OEM"). In connection with the presentation of segment information, the Company will continue to present certain operating segments, which currently include the Interventional Urology North America, Respiratory North America and Latin America operating segments ~~in the “all other” category because they are not material for separate disclosure.~~were combined into a new Americas segment. The Company now has four segments: Americas, EMEA, Asia and OEM. All prior comparative periods presented have been restated to reflect these changes.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following tables present the Company’s segment results for the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, ~~2018 and July 2, 2017:~~2018:

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017
(Dollars in thousands)
Vascular North America $ 80,062
$ 78,796
$ 163,110
$ 157,807
Interventional North America 64,956
58,337
125,152
98,283
Anesthesia North America 50,490
49,081
101,055
97,288
Surgical North America 40,708
44,716
81,385
90,660
EMEA 153,415
138,469
313,285
272,043
Asia 72,413
65,998
130,657
116,166
OEM 52,594
45,132
98,448
88,478
All other 95,228
48,084
184,004
95,769
Net revenues $ 609,866
$ 528,613
$ 1,197,096
$ 1,016,494



	Three Months Ended
	March 31, 2019		April 1, 2018
	(Dollars in thousands)
Americas	$	344,024	$	323,262
EMEA	154,545		159,870
Asia	60,777		58,244
OEM	54,238		45,854
Net revenues	$	613,584	$	587,230

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017
(Dollars in thousands) (Dollars in thousands)
Vascular North America $ 24,636
$ 18,472
$ 49,298
$ 36,762
Interventional North America 16,510
8,815
30,630
780
Anesthesia North America 14,716
20,056
32,049
33,360
Surgical North America 17,055
17,287
31,803
33,667
EMEA 26,535
23,594
58,305
44,904
Asia 20,746
18,941
34,114
29,825
OEM 13,552
10,337
22,568
19,458
All other (25,602 ) 9,017
(37,575 ) 18,344
Total segment operating profit ⁽¹⁾
108,148
126,519
221,192
217,100
Unallocated expenses ⁽²⁾
(74,658 ) (16,317 ) (100,859 ) (46,079 )
Income from continuing operations before interest, loss on extinguishment of debt and taxes $ 33,490
$ 110,202
$ 120,333
$ 171,021



	Three Months Ended
	March 31, 2019			April 1, 2018
	(Dollars in thousands)
Americas	$	65,599		$	58,890
EMEA	27,023			31,770
Asia	9,979			13,368
OEM	13,321			9,016
Total segment operating profit ⁽¹⁾	115,922			113,044
Unallocated expenses ⁽²⁾	(40,679		)	(26,201		)
Income from continuing operations before interest and taxes	$	75,243		$	86,843

(1)

Segment operating profit includes segment net revenues from external customers reduced by the segment's standard cost of goods sold, adjusted for fixed manufacturing cost absorption variances, selling, general and administrative expenses, research and development expenses and an allocation of corporate expenses. Corporate expenses are allocated among the segments in proportion to the respective amounts of one of several items (such as net revenues, numbers of employees, and amount of time spent), depending on the category of expense involved.

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

adjusted for fixed manufacturing cost absorption variances, selling, general and administrative expenses, research and development expenses and an allocation of corporate expenses. Corporate expenses are allocated among the segments in proportion to the respective amounts of one of several items (such as net revenues, numbers of employees, and amount of time spent), depending on the category of expense involved.


(2)	Unallocated expenses primarily include manufacturing variances other than fixed manufacturing cost absorption variances, restructuring charges and gain on sale of assets.

~~The following table provides total net revenues by geographic region (based on the Company's selling location) for the three and six months ended July 1, 2018 and July 2, 2017:~~

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017
(Dollars in thousands)
United States $ 356,468
$ 310,124
$ 700,825
$ 596,438
Europe 168,879
144,393
340,200
285,415
Asia 60,488
53,901
110,043
96,905
All other 24,031
20,195
46,028
37,736
Net revenues $ 609,866
$ 528,613
$ 1,197,096
$ 1,016,494

Note 15 — Condensed consolidating guarantor financial information

The Company’s $250 million principal amount of 5.25% Senior Notes due 2024 (the “2024 Notes”), $400 million principal amount of 4.875% Senior Notes due 2026 (the “2026 Notes”) and $500 million principal amount of 4.625% Senior Notes due 2027 (the “2027 Notes," and collectively with the 2024 Notes, ~~and the~~ 2026 Notes and 2027 Notes (collectively, the "Senior Notes") are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes are guaranteed, jointly and severally, by certain of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The 2024 Notes, 2026 Notes and 2027 Notes are guaranteed by the same Guarantor Subsidiaries. The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. The Company’s condensed consolidating statements of income and comprehensive income for the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, 2018, ~~and July 2, 2017,~~ condensed consolidating balance sheets as of ~~July 1, 2018~~March 31, 2019 and December 31, ~~2017~~2018 and condensed consolidating statements of cash flows for the ~~six~~three months ended ~~July~~March 31, 2019 and April 1, 2018, ~~and July 2, 2017,~~ provide consolidated information for:



a.	Parent Company, the issuer of the guaranteed obligations;



b.	Guarantor Subsidiaries, on a combined basis;



c.	Non-Guarantor Subsidiaries (i.e., those subsidiaries of the Parent Company that have not guaranteed payment of the Senior Notes), on a combined basis; and



d.	Parent Company and its subsidiaries on a consolidated basis.

The same accounting policies as described in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 are used by the Parent Company and each of its subsidiaries in connection with the condensed consolidating financial information, except for the use of the equity method of accounting to reflect ownership interests in subsidiaries, which are eliminated upon consolidation.

Consolidating entries and eliminations in the following condensed consolidated financial statements represent adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, (b) eliminate the investments in subsidiaries and (c) record consolidating entries.

During the first quarter 2018, a Guarantor Subsidiary merged with and into Parent; the transaction is reflected as of the beginning of the earliest period presented in the condensed consolidating financial statements.

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


	Three Months Ended July 1, 2018															Three Months Ended March 31, 2019
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)															(Dollars in thousands)
Net revenues	$	—		$	391,304		$	326,279		$	(107,717	)	$	609,866		$	—		$	415,143		$	320,993		$	(122,552	)	$	613,584
Cost of goods sold	—			231,487			143,532			(109,931		)	265,088			—			234,217			147,857			(113,232		)	268,842
Gross profit	—			159,817			182,747			2,214			344,778			—			180,926			173,136			(9,320		)	344,742
Selling, general and administrative expenses	12,430			139,565			77,723			199			229,917			16,167			131,702			79,466			358			227,693
Research and development expenses	489			18,818			6,711			—			26,018			484			20,121			6,545			—			27,150
Restructuring and impairment charges	—			2,545			52,808			—			55,353			—			5,973			11,422			—			17,395
Gain on sale of assets																—			—			(2,739		)	—			(2,739		)
(Loss) income from continuing operations before interest and taxes	(12,919		)	(1,111		)	45,505			2,015			33,490			(16,651		)	23,130			78,442			(9,678		)	75,243
Interest, net	24,788			1,078			600			—			26,466			4,065			18,597			(309		)	—			22,353
(Loss) income from continuing operations before taxes	(37,707		)	(2,189		)	44,905			2,015			7,024			(20,716		)	4,533			78,751			(9,678		)	52,890
(Benefit) taxes on (loss) income from continuing operations	(13,218		)	7,486			15,245			63			9,576			(8,872		)	6,892			14,387			(1,435		)	10,972
Equity in net income of consolidated subsidiaries	21,937			24,457			342			(46,736		)	—			53,762			59,631			—			(113,393		)	—
(Loss) income from continuing operations	(2,552		)	14,782			30,002			(44,784		)	(2,552		)
Operating income from discontinued operations	94			—			—			—			94
Taxes on income from discontinued operations	38			—			—			—			38
Income from discontinued operations	56			—			—			—			56
Net (loss) income	(2,496		)	14,782			30,002			(44,784		)	(2,496		)
Other comprehensive loss	(124,019		)	(114,917		)	(130,725		)	245,642			(124,019		)
Comprehensive loss	$	(126,515	)	$	(100,135	)	$	(100,723	)	$	200,858		$	(126,515	)
Income from continuing operations																41,918			57,272			64,364			(121,636		)	41,918
Operating loss from discontinued operations																(1,343		)	—			—			—			(1,343		)
Tax benefit on loss from discontinued operations																(322		)	—			—			—			(322		)
Loss from discontinued operations																(1,021		)	—			—			—			(1,021		)
Net income																40,897			57,272			64,364			(121,636		)	40,897
Other comprehensive income																396			(1,501		)	(4,994		)	6,495			396
Comprehensive income																$	41,293		$	55,771		$	59,370		$	(115,141	)	$	41,293

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	Three Months Ended July 2, 2017															Three Months Ended April 1, 2018
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated			Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)															(Dollars in thousands)
Net revenues	$	—		$	338,620		$	296,977		$	(106,984	)	$	528,613		$	—		$	379,419	$	320,009	$	(112,198	)	$	587,230
Cost of goods sold	—			190,202			152,440			(104,313		)	238,329			—			217,604		142,008		(103,652		)	255,960
Gross profit	—			148,418			144,537			(2,671		)	290,284			—			161,815		178,001		(8,546		)	331,270
Selling, general and administrative expenses	7,468			95,171			56,334			(39		)	158,934			9,181			130,914		75,771		(529		)	215,337
Research and development expenses	264			13,594			6,420			—			20,278			227			19,368		6,432		—			26,027
Restructuring charges	—			1,335			(465		)	—			870			—			908		2,155		—			3,063
(Loss) income from continuing operations before interest, extinguishment of debt and taxes	(7,732		)	38,318			82,248			(2,632		)	110,202
(Loss) income from continuing operations before interest and taxes																(9,408		)	10,625		93,643		(8,017		)	86,843
Interest, net	27,233			(8,581		)	1,081			—			19,733			22,141			2,931		598		—			25,670
Loss on extinguishment of debt	11			—			—			—			11
(Loss) income from continuing operations before taxes	(34,976		)	46,899			81,167			(2,632		)	90,458			(31,549		)	7,694		93,045		(8,017		)	61,173
(Benefit) taxes on (loss) income from continuing operations	(14,378		)	13,386			14,210			(1,123		)	12,095			(13,192		)	6,423		14,177		(1,166		)	6,242
Equity in net income of consolidated subsidiaries	98,961			58,861			240			(158,062		)	—			74,567			76,876		293		(151,736		)	—
Income from continuing operations	78,363			92,374			67,197			(159,571		)	78,363			56,210			78,147		79,161		(158,587		)	54,931
Operating loss from discontinued operations	(566		)	—			—			—			(566		)
Operating (loss) income from discontinued operations																(44		)	—		1,279		—			1,235
Tax benefit on loss from discontinued operations	(206		)	—			—			—			(206		)	(18		)	—		—		—			(18		)
Loss from discontinued operations	(360		)	—			—			—			(360		)
(Loss) income from discontinued operations																(26		)	—		1,279		—			1,253
Net income	78,003			92,374			67,197			(159,571		)	78,003			56,184			78,147		80,440		(158,587		)	56,184
Other comprehensive income	69,822			68,127			69,374			(137,501		)	69,822			82,690			70,119		87,227		(157,346		)	82,690
Comprehensive income	$	147,825		$	160,501		$	136,571		$	(297,072	)	$	147,825		$	138,874		$	148,266	$	167,667	$	(315,933	)	$	138,874

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

Six Months Ended July 1, 2018
Parent
Company Guarantor
Subsidiaries Non-Guarantor
Subsidiaries Eliminations Condensed
Consolidated
(Dollars in thousands)
Net revenues $ —
$ 770,723
$ 646,288
$ (219,915 ) $ 1,197,096
Cost of goods sold —
449,091
285,540
(213,583 ) 521,048
Gross profit —
321,632
360,748
(6,332 ) 676,048
Selling, general and administrative expenses 21,611
270,479
153,494
(330 ) 445,254
Research and development expenses 716
38,186
13,143
—
52,045
Restructuring and impairment charges —
3,453
54,963
—
58,416
(Loss) income from continuing operations before interest and taxes (22,327 ) 9,514
139,148
(6,002 ) 120,333
Interest, net 46,929
4,009
1,198
—
52,136
(Loss) income from continuing operations before taxes (69,256 ) 5,505
137,950
(6,002 ) 68,197
(Benefit) taxes on (loss) income from continuing operations (26,410 ) 13,909
29,422
(1,103 ) 15,818
Equity in net income of consolidated subsidiaries 96,504
101,333
635
(198,472 ) —
Income from continuing operations 53,658
92,929
109,163
(203,371 ) 52,379
Operating income from discontinued operations 50
—
1,279
—
1,329
Taxes on income from discontinued operations 20
—
—
—
20
Income from discontinued operations 30
—
1,279
—
1,309
Net income 53,688
92,929
110,442
(203,371 ) 53,688
Other comprehensive loss (41,329 ) (44,798 ) (43,498 ) 88,296
(41,329 )
Comprehensive income $ 12,359
$ 48,131
$ 66,944
$ (115,075 ) $ 12,359

~~TELEFLEX INCORPORATED~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~(Unaudited)~~

Six Months Ended July 2, 2017
Parent
Company Guarantor
Subsidiaries Non-Guarantor
Subsidiaries Eliminations Condensed
Consolidated
(Dollars in thousands)
Net revenues $ —
$ 654,263
$ 573,292
$ (211,061 ) $ 1,016,494
Cost of goods sold —
382,203
296,336
(207,889 ) 470,650
Gross profit —
272,060
276,956
(3,172 ) 545,844
Selling, general and administrative expenses 27,987
189,214
105,178
524
322,903
Research and development expenses 499
24,780
12,826
—
38,105
Restructuring charges —
6,709
7,106
—
13,815
(Loss) income from continuing operations before interest, extinguishment of debt and taxes (28,486 ) 51,357
151,846
(3,696 ) 171,021
Interest, net 51,506
(16,143 ) 1,927
—
37,290
Loss on extinguishment of debt 5,593
—
—
—
5,593
(Loss) income from continuing operations before taxes (85,585 ) 67,500
149,919
(3,696 ) 128,138
(Benefit) taxes on (loss) income from continuing operations (35,711 ) 19,297
26,439
(599 ) 9,426
Equity in net income of consolidated subsidiaries 168,586
114,663
456
(283,705 ) —
Income from continuing operations 118,712
162,866
123,936
(286,802 ) 118,712
Operating loss from discontinued operations (848 ) —
—
—
(848 )
Tax benefit on loss from discontinued operations (309 ) —
—
—
(309 )
Loss from discontinued operations (539 ) —
—
—
(539 )
Net income 118,173
162,866
123,936
(286,802 ) 118,173
Other comprehensive income 119,422
117,531
123,275
(240,806 ) 119,422
Comprehensive income $ 237,595
$ 280,397
$ 247,211
$ (527,608 ) $ 237,595

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS


	July 1, 2018											March 31, 2019
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated		Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)											(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	50,786	$	12,626	$	282,892	$	—		$	346,304	$	39,022	$	622	$	231,568	$	—		$	271,212
Accounts receivable, net	2,328		49,185		302,614		4,992			359,119		4,286		62,457		304,037		4,976			375,756
Accounts receivable from consolidated subsidiaries	25,539		1,004,686		359,567		(1,389,792		)	—		35,052		228,267		388,737		(652,056		)	—
Inventories, net	—		246,255		191,580		(32,407		)	405,428		—		274,038		211,781		(40,253		)	445,566
Prepaid expenses and other current assets	14,657		13,029		20,437		3,982			52,105		38,633		10,243		26,606		4,113			79,595
Prepaid taxes	11,811		—		7,273		—			19,084		4,631		—		5,854		—			10,485
Assets held for sale	—		3,239		—		—			3,239
Total current assets	105,121		1,329,020		1,164,363		(1,413,225		)	1,185,279		121,624		575,627		1,168,583		(683,220		)	1,182,614
Property, plant and equipment, net	2,887		233,105		174,987		—			410,979		3,167		230,983		175,813		—			409,963
Operating lease assets												14,679		62,027		35,572		—			112,278
Goodwill	—		1,245,806		975,082		—			2,220,888		—		1,255,350		992,418		—			2,247,768
Intangibles assets, net	—		1,312,928		993,276		—			2,306,204		85		1,255,965		1,018,438		—			2,274,488
Investments in consolidated subsidiaries	5,838,568		1,661,595		20,367		(7,520,530		)	—
Investments in affiliates												6,043,371		1,771,617		—		(7,814,988		)	—
Deferred tax assets	—		—		4,670		(2,284		)	2,386		—		—		4,885		(2,385		)	2,500
Notes receivable and other amounts due from consolidated subsidiaries	2,255,108		2,313,458		—		(4,568,566		)	—		1,976,376		2,722,166		284,413		(4,982,955		)	—
Other assets	30,547		5,880		13,158		—			49,585		16,956		11,593		9,909		—			38,458
Total assets	$	8,232,231	$	8,101,792	$	3,345,903	$	(13,504,605	)	$	6,175,321	$	8,176,258	$	7,885,328	$	3,690,031	$	(13,483,548	)	$	6,268,069
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	36,875	$	—	$	50,000	$	—		$	86,875	$	36,625	$	—	$	50,000	$	—		$	86,625
Accounts payable	4,258		53,913		36,663		—			94,834		3,446		61,327		38,759		—			103,532
Accounts payable to consolidated subsidiaries	1,033,197		288,217		68,378		(1,389,792		)	—		235,100		315,782		101,174		(652,056		)	—
Accrued expenses	18,991		33,421		51,928		—			104,340		8,034		34,673		50,942		—			93,649
Current portion of contingent consideration	—		110,454		—		—			110,454		—		98,622		1,064		—			99,686
Payroll and benefit-related liabilities	15,958		34,341		39,370		—			89,669		14,092		19,557		42,612		—			76,261
Accrued interest	6,731		—		40		—			6,771		23,200		—		45		—			23,245
Income taxes payable	—		—		6,700		(1,103		)	5,597		—		—		8,076		(1,435		)	6,641
Other current liabilities	874		33,609		3,422		—			37,905		4,414		14,425		12,438		—			31,277
Total current liabilities	1,116,884		553,955		256,501		(1,390,895		)	536,445		324,911		544,386		305,110		(653,491		)	520,916
Long-term borrowings	2,145,468		—		—		—			2,145,468		2,072,939		—		—		—			2,072,939
Deferred tax liabilities	89,938		260,624		248,156		(2,284		)	596,434		90,195		258,470		264,326		(2,385		)	610,606
Pension and postretirement benefit liabilities	63,481		32,283		17,319		—			113,083		46,154		27,162		15,971		—			89,287
Noncurrent liability for uncertain tax positions	1,680		8,294		2,791		—			12,765		912		7,267		2,654		—			10,833
Notes payable and other amounts due to consolidated subsidiaries	2,240,361		2,125,535		202,670		(4,568,566		)	—		2,920,820		1,879,068		183,067		(4,982,955		)	—
Noncurrent contingent consideration	—		121,116		11,089		—			132,205		—		42,717		37,959		—			80,676
Noncurrent operating lease liabilities												12,218		61,390		27,100		—			100,708
Other liabilities	140,438		6,763		57,739		—			204,940		138,231		9,497		64,498		—			212,226
Total liabilities	5,798,250		3,108,570		796,265		(5,961,745		)	3,741,340		5,606,380		2,829,957		900,685		(5,638,831		)	3,698,191
Total shareholders' equity	2,433,981		4,993,222		2,549,638		(7,542,860		)	2,433,981		2,569,878		5,055,371		2,789,346		(7,844,717		)	2,569,878
Total liabilities and shareholders' equity	$	8,232,231	$	8,101,792	$	3,345,903	$	(13,504,605	)	$	6,175,321	$	8,176,258	$	7,885,328	$	3,690,031	$	(13,483,548	)	$	6,268,069

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	December 31, 2017											December 31, 2018
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated		Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)											(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	37,803	$	8,933	$	286,822	$	—		$	333,558	$	49,523	$	1,757	$	305,881	$	—		$	357,161
Accounts receivable, net	2,414		57,818		280,980		4,663			345,875		5,885		54,013		301,054		5,334			366,286
Accounts receivable from consolidated subsidiaries	14,478		1,177,246		343,115		(1,534,839		)	—		32,036		1,043,573		350,162		(1,425,771		)	—
Inventories, net	—		245,533		176,490		(26,279		)	395,744		—		266,073		192,659		(30,954		)	427,778
Prepaid expenses and other current assets	14,874		9,236		19,790		3,982			47,882		30,458		9,673		28,237		4,113			72,481
Prepaid taxes	—		—		5,748		—			5,748		7,029		—		5,434		—			12,463
Total current assets	69,569		1,498,766		1,112,945		(1,552,473		)	1,128,807		124,931		1,375,089		1,183,427		(1,447,278		)	1,236,169
Property, plant and equipment, net	2,088		213,663		167,248		—			382,999		3,385		253,037		176,344		—			432,766
Goodwill	—		1,246,144		989,448		—			2,235,592		—		1,254,848		991,731		—			2,246,579
Intangibles assets, net	—		1,355,275		1,028,473		—			2,383,748		90		1,277,462		1,047,500		—			2,325,052
Investments in consolidated subsidiaries	5,806,244		1,674,077		19,620		(7,499,941		)	—
Investments in affiliates												5,984,566		1,672,908		20,257		(7,677,731		)	—
Deferred tax assets	—		—		6,071		(2,261		)	3,810		—		—		4,822		(2,376		)	2,446
Notes receivable and other amounts due from consolidated subsidiaries	2,452,101		2,231,832		—		(4,683,933		)	—		2,337,737		2,523,156		13,242		(4,874,135		)	—
Other assets	31,173		6,397		8,966		—			46,536		17,180		5,776		12,023		—			34,979
Total assets	$	8,361,175	$	8,226,154	$	3,332,771	$	(13,738,608	)	$	6,181,492	$	8,467,889	$	8,362,276	$	3,449,346	$	(14,001,520	)	$	6,277,991
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	36,625	$	—	$	50,000	$	—		$	86,625	$	36,625	$	—	$	50,000	$	—		$	86,625
Accounts payable	4,269		46,992		40,766		—			92,027		3,448		62,764		40,497		—			106,709
Accounts payable to consolidated subsidiaries	1,211,568		261,121		62,150		(1,534,839		)	—		1,058,008		278,715		89,048		(1,425,771		)	—
Accrued expenses	17,957		31,827		47,069		—			96,853		5,659		41,883		50,009		—			97,551
Current portion of contingent consideration	—		74,224		—		—			74,224		—		106,514		30,363		—			136,877
Payroll and benefit-related liabilities	21,145		44,009		42,261		—			107,415		17,156		44,982		42,532		—			104,670
Accrued interest	6,133		—		32		—			6,165		5,995		—		36		—			6,031
Income taxes payable	4,352		—		7,162		—			11,514		—		—		5,943		—			5,943
Other current liabilities	1,461		3,775		3,817		—			9,053		843		34,916		2,291		—			38,050
Total current liabilities	1,303,510		461,948		253,257		(1,534,839		)	483,876		1,127,734		569,774		310,719		(1,425,771		)	582,456
Long-term borrowings	2,162,927		—		—		—			2,162,927		2,072,200		—		—		—			2,072,200
Deferred tax liabilities	88,512		265,426		251,999		(2,261		)	603,676		87,671		257,522		265,404		(2,376		)	608,221
Pension and postretirement benefit liabilities	70,860		32,750		17,800		—			121,410		49,290		27,454		16,170		—			92,914
Noncurrent liability for uncertain tax positions	1,117		8,196		2,983		—			12,296		801		7,212		2,705		—			10,718
Notes payable and other amounts due to consolidated subsidiaries	2,155,146		2,320,611		208,176		(4,683,933		)	—		2,451,784		2,222,580		199,771		(4,874,135		)	—
Noncurrent contingent consideration	—		186,923		10,989		—			197,912		—		131,563		35,807		—			167,370
Other liabilities	148,572		7,850		12,442		—			168,864		138,431		8,204		57,499					204,134
Total liabilities	5,930,644		3,283,704		757,646		(6,221,033		)	3,750,961		5,927,911		3,224,309		888,075		(6,302,282		)	3,738,013
Total shareholders' equity	2,430,531		4,942,450		2,575,125		(7,517,575		)	2,430,531		2,539,978		5,137,967		2,561,271		(7,699,238		)	2,539,978
Total liabilities and shareholders' equity	$	8,361,175	$	8,226,154	$	3,332,771	$	(13,738,608	)	$	6,181,492	$	8,467,889	$	8,362,276	$	3,449,346	$	(14,001,520	)	$	6,277,991

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


	Six Months Ended July 1, 2018															Three Months Ended March 31, 2019
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)															(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(165,764	)	$	253,365		$	164,356		$	(70,373	)	$	181,584		$	(417	)	$	57,823		$	95,215		$	(92,455	)	$	60,166
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(795		)	(16,602		)	(20,607		)	—			(38,004		)	(222		)	(17,784		)	(5,488		)	—			(23,494		)
Proceeds from sale of investments	22,944			—			—			(22,944		)	—
Proceeds from sale of assets and investments																2,362			991			—			(2,362		)	991
Payments for businesses and intangibles acquired, net of cash acquired	—			1,404			(23,854		)	—			(22,450		)	—			(1,025		)	—			—			(1,025		)
Net cash provided by (used in) investing activities from continuing operations	22,149			(15,198		)	(44,461		)	(22,944		)	(60,454		)	2,140			(17,818		)	(5,488		)	(2,362		)	(23,528		)
Cash flows from financing activities of continuing operations:
Reduction in borrowings	(18,500		)	—			—			—			(18,500		)
Debt extinguishment, issuance and amendment fees	(188		)	—			—			—			(188		)
Net proceeds from share based compensation plans and the related tax impacts	9,800			—			—			—			9,800			2,242			—			—			—			2,242
Payments for contingent consideration	—			(62,574		)	—			—			(62,574		)	—			(81,977		)	(28,976		)	—			(110,953		)
Dividends paid	(30,938		)	—			—			—			(30,938		)	(15,650		)	—			—			—			(15,650		)
Intercompany transactions	196,888			(171,900		)	(47,932		)	22,944			—			(2,426		)	40,837			(40,773		)	2,362			—
Intercompany dividends paid	—			—			(70,373		)	70,373			—			—			—			(92,455		)	92,455			—
Net cash provided by (used in) financing activities from continuing operations	157,062			(234,474		)	(118,305		)	93,317			(102,400		)
Net cash (used in) provided by financing activities from continuing operations																(15,834		)	(41,140		)	(162,204		)	94,817			(124,361		)
Cash flows from discontinued operations:
Net cash used in operating activities	(464		)	—			—			—			(464		)
Net cash used in discontinued operations	(464		)	—			—			—			(464		)
Net cash provided by operating activities																3,610			—			—			—			3,610
Net cash provided by discontinued operations																3,610			—			—			—			3,610
Effect of exchange rate changes on cash and cash equivalents	—			—			(5,520		)	—			(5,520		)	—			—			(1,836		)	—			(1,836		)
Net increase (decrease) in cash and cash equivalents	12,983			3,693			(3,930		)	—			12,746
Net decrease in cash and cash equivalents																(10,501		)	(1,135		)	(74,313		)	—			(85,949		)
Cash and cash equivalents at the beginning of the period	37,803			8,933			286,822			—			333,558			49,523			1,757			305,881			—			357,161
Cash and cash equivalents at the end of the period	$	50,786		$	12,626		$	282,892		$	—		$	346,304		$	39,022		$	622		$	231,568		$	—		$	271,212

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	Six Months Ended July 2, 2017															Three Months Ended April 1, 2018
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)															(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(121,726	)	$	232,874		$	148,460		$	(61,918	)	$	197,690		$	(108,377	)	$	134,198		$	61,027		$	86,848
Cash flows from investing activities of continuing operations:
Expenditures for property, plant and equipment	(173		)	(19,760		)	(16,900		)	—			(36,833		)	(159		)	(5,015		)	(10,573		)	(15,747		)
Proceeds from sale of assets	—			—			6,332			—			6,332
Payments for businesses and intangibles acquired, net of cash acquired	(975,524		)	—			(17,935		)	—			(993,459		)	—			—			(3,684		)	(3,684		)
Net cash used in investing activities from continuing operations	(975,697		)	(19,760		)	(28,503		)	—			(1,023,960		)	(159		)	(5,015		)	(14,257		)	(19,431		)
Cash flows from financing activities of continuing operations:
Proceeds from new borrowings	1,194,500			—			—			—			1,194,500
Reduction in borrowings	(228,273		)	—			—			—			(228,273		)	(18,500		)	—			—			(18,500		)
Debt extinguishment, issuance and amendment fees	(19,114		)	—			—			—			(19,114		)	(74		)	—			—			(74		)
Net proceeds from share based compensation plans and the related tax impacts	1,305			—			—			—			1,305			1,400			—			—			1,400
Payments for contingent consideration	—			(153		)	—			—			(153		)	—			(91		)	—			(91		)
Dividends paid	(30,590		)	—			—			—			(30,590		)	(15,447		)	—			—			(15,447		)
Intercompany transactions	222,684			(203,029		)	(19,655		)	—			—			131,967			(127,825		)	(4,142		)	—
Intercompany dividends paid	—			—			(61,918		)	61,918			—
Net cash provided by (used in) financing activities from continuing operations	1,140,512			(203,182		)	(81,573		)	61,918			917,675			99,346			(127,916		)	(4,142		)	(32,712		)
Cash flows from discontinued operations:
Net cash used in operating activities	(961		)	—			—			—			(961		)	(206		)	—			—			(206		)
Net cash used in discontinued operations	(961		)	—			—			—			(961		)	(206		)	—			—			(206		)
Effect of exchange rate changes on cash and cash equivalents	—			—			41,981			—			41,981			—			—			10,815			10,815
Net increase in cash and cash equivalents	42,128			9,932			80,365			—			132,425
Net (decrease) increase in cash and cash equivalents																(9,396		)	1,267			53,443			45,314
Cash and cash equivalents at the beginning of the period	14,571			1,031			528,187			—			543,789			37,803			8,933			286,822			333,558
Cash and cash equivalents at the end of the period	$	56,699		$	10,963		$	608,552		$	—		$	676,214		$	28,407		$	10,200		$	340,265		$	378,872

TELEFLEX INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Note 16 — Subsequent event

On April 5, 2019, the Company amended and restated its existing credit agreement by entering into a Second Amended and Restated Credit Agreement (the "Credit Agreement"), which provides for a five-year revolving credit facility of $1.0 billion and a term loan facility of $700.0 million. The Company's obligations under the Credit Agreement are guaranteed (subject to certain exceptions and limitations) by substantially all of the material domestic subsidiaries of the Company. The obligations under the Credit Agreement are secured, subject to certain exceptions and limitations, by a lien on substantially all of the assets owned by the Company and each guarantor. The maturity date of the revolving credit facility and the term loan facility under the Credit Agreement is April 5, 2024.

At the Company’s option, loans under the Credit Agreement will bear interest at a rate equal to adjusted LIBOR plus an applicable margin ranging from 1.125% to 2.00% or at an alternate base rate, which is defined as the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50% above the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight eurodollar borrowings and (iii) 1.00% above adjusted LIBOR for a one month interest period on such day, plus an applicable margin ranging from 0.125% to 1.00%, in each case subject to adjustments based on the Company’s consolidated total net leverage ratio. Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00%.

The Credit Agreement contains customary representations and warranties and covenants that, in each case, subject to certain exceptions, qualifications and thresholds, (a) place limitations on the Company and its subsidiaries regarding the incurrence of additional indebtedness, additional liens, fundamental changes, dispositions of property, investments and acquisitions, dividends and other restricted payments, transactions with affiliates, restrictive agreements, changes in lines of business and swap agreements, and (b) require the Company and its subsidiaries to comply with sanction laws and other laws and agreements, to deliver financial information and certain other information and give notice of certain events, to maintain their existence and good standing, to pay their other obligations, to permit the administrative agent and the lenders to inspect their books and property, to use the proceeds of the Credit Agreement only for certain permitted purposes and to provide collateral in the future. Subject to certain exceptions, the Company is required to maintain a maximum consolidated total net leverage ratio of 4.50 to 1.00. The Company is further required to maintain a minimum consolidated interest coverage ratio of 3.50 to 1.00.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

All statements made in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in which we operate. These statements are not guarantees of future performance and are subject to risks and uncertainties, which are difficult to predict. Therefore, actual outcomes and results may differ materially from those expressed or implied by these forward-looking statements due to a number of factors, including changes in business relationships with and purchases by or from major customers or ~~suppliers;~~suppliers, including delays or cancellations inof shipments; demand for and market acceptance of new and existing products; our inability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with our expectations; our inability to effectively execute our restructuring plans and programs; our inability to realize anticipated savings from restructuring plans and programs; the impact of enacted healthcare reform legislation and proposals to amend, replace or repeal the legislation; changes in Medicare, Medicaid and third party coverage and reimbursements; the impact of tax legislation and related regulations; competitive market conditions and resulting effects on revenues and pricing; increases in raw material costs that cannot be recovered in product pricing; global economic factors, including currency exchange rates, interest rates, trade disputes, sovereign debt issues and the impact of the United Kingdom’s ~~vote to leave~~pending departure from the European ~~Union;~~Union, commonly known as "Brexit"; difficulties entering new markets; and general economic conditions. For a further discussion of the risks relating to our business, see Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018. We expressly disclaim any obligation to update these forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.

Overview

Teleflex is a global provider of medical technology products ~~that enhance~~focused on enhancing clinical benefits, ~~improve~~improving patient and provider safety and ~~reduce~~reducing total procedural costs. We primarily design, develop, manufacture and supply single-use medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in critical care and surgical applications. We market and sell our products worldwide through a combination of our direct sales force and distributors. Because our products are used in numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure. We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies.

We evaluate our portfolio of products and businesses on an ongoing basis to ensure alignment with our overall objectives. Based on our evaluation, we may identify opportunities to divest businesses and product lines that do not meet our objectives. In addition, we may seek to optimize utilization of our facilities through restructuring initiatives designed to further improve our cost structure and enhance our competitive position. We also may continue to explore opportunities to expand the size of our business and improve operating margins through a combination of acquisitions and distributor to direct sales conversions, which generally involve our elimination of a distributor from the sales channel, either by acquiring the distributor or terminating the distributor relationship (in some instances, particularly in Asia, the conversions involve our acquisition or termination of a master distributor and the continued sale of our products through sub-distributors or through new distributors). Distributor to direct sales conversions are designed to facilitate improved product pricing and more direct access to the end users of our products within the sales channel.

On June 21, 2018, we acquired certain assets of QT Vascular LTD ("QT Vascular"), a medical device company that developed and marketed coronary balloon catheters, which complement our interventional product portfolio. The consideration transferred for the assets was $20.6 million.

~~On May 1, 2018,~~February 19, 2019, we initiated a restructuring plan involving the relocation of certain manufacturing operations to an existing lower-cost location ~~the outsourcing of certain distribution operations~~ and related workforce reductions (the ~~"2018~~"2019 Footprint realignment plan"). See ~~"Result~~"Results of Operations - Restructuring and impairment charges" below and Note 5 to the condensed consolidated financial statements included in this report for additional information.

On October 2, 2017, we acquired NeoTract, Inc. ("NeoTract"), a medical device company that developed and commercialized the UroLift System, a minimally invasive medical device for treating lower urinary tract symptoms due to benign prostatic hyperplasia, or BPH. We made initial payments of $725.6 million in cash less a favorable working capital adjustment of $1.4 million. Additionally, the estimated fair value of contingent consideration related to NeoTract sales-based milestones as of July 1, 2018 was $227.7 million. The contingent consideration liability represents the estimated fair value of our obligations, under the acquisition agreement, to make payments of up to $375 million in the

aggregate, of which $75 million was paid ($64.2 million of which was paid during the second quarter 2018 and $10.8 million of which was paid during the first week of the third quarter 2018), if specified net sales goals through the end of 2020 are achieved.

On February 17, 2017, we acquired Vascular Solutions, Inc. (“Vascular Solutions”), a medical device company that developed and marketed clinical products for use in minimally invasive coronary and peripheral vascular procedures, for an aggregate purchase price of $975.5 million.

During 2017 we also completed acquisitions related to our anesthesia and respiratory product portfolios and distributor to direct sales conversions. The total fair value of the consideration related to these acquisitions was $80.1 million.

~~See Note 4 to the condensed consolidated financial statements included in this report for additional information.~~

Change in Reportable Segments

Following our acquisition of Vascular Solutions, we commenced an integration program under which we are combining Vascular Solutions' businesses with some of our legacy businesses. As a result, effective duringDuring the ~~fourth~~first quarter ~~of 2017, we realigned our~~2019, the chief operating ~~segments. The changes to the operating segments were also made to reflect~~decision maker, or CODM, (our Chief Executive Officer) changed the manner in which ~~our chief operating decision maker assesses~~he reviews financial information for purposes of assessing business performance and ~~allocates resources. We now have~~allocating resources by focusing on the ~~following seven reportable segments:~~geographic location of all non-OEM (Original Equipment and Development Services) segment operations. As a result, the Company changed its segment presentation. Specifically, the former Vascular North America, Interventional North America, Anesthesia North America, Surgical North America, Europe, Middle East and Africa ("EMEA"), Asia and Original Equipment and Development Services ("OEM"). In connection with the presentation of segment information, we will continue to present certain segments, which currently include our Interventional Urology North America, Respiratory North America and Latin America operating segments ~~in the “all other” category because they are not material for separate disclosure.~~were combined into a new Americas segment. The Company now has four segments: Americas, EMEA, Asia and OEM. All prior period comparative ~~periods presented have~~information has been restated to reflect ~~these changes.~~the change in segment presentation.

Results of Operations

As used in this discussion, "new products" are products for which commercial sales have commenced within the past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months ago. Discussion of results of operations items that reference the effect of one or more acquired and/or divested businesses or assets (except as noted below with respect to acquired distributors) generally reflects the impact of the acquisitions and/or divestitures within the first 12 months following the date of the ~~acquisition.~~acquisition and/or divestiture. In addition to increases and decreases in the per unit selling prices of our products to our customers, our discussion of the impact of product price increases and decreases also reflects ~~for the first 12 months following the acquisition or termination of a distributor,~~ the impact on the pricing of our products resulting from the elimination of the distributor, either through acquisition or termination of the distributor, from the sales channel.

Certain financial information is presented on a rounded basis, which may cause minor differences.

Net Revenues

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017
(Dollars in millions) (Dollars in millions)
Net Revenues $ 609.9
$ 528.6
$ 1,197.1
$ 1,016.5



	Three Months Ended
	March 31, 2019		April 1, 2018
	(Dollars in millions)
Net Revenues	$	613.6	$	587.2

Net revenues for the three months ended ~~July 1, 2018~~March 31, 2019 increased ~~$81.3~~$26.4 million, or ~~15.4%~~4.5%, compared to the prior year period. The increase is primarily attributable to ~~net revenues~~a $30.1 million increase in sales volumes of ~~$47.8 million generated~~existing products

and an increase in new product sales partially offset by ~~acquired businesses, $14.0 million in favorable~~unfavorable fluctuations in foreign currency exchange rates ~~and, to a lesser extent, an increase in new product sales.~~

~~Net revenues for the six months ended July 1, 2018 increased $180.6 million, or 17.8%, compared to the prior year period. The increase is primarily attributable to net revenues~~ of ~~$113.4 million generated by acquired businesses, $38.5 million in favorable fluctuations in foreign currency exchange rates and to a lesser extent, an increase in new product sales.~~

$17.1 million.

Gross profit


	Three Months Ended						Six Months Ended						Three Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018			July 2, 2017			March 31, 2019			April 1, 2018
	(Dollars in millions)						(Dollars in millions)						(Dollars in millions)
Gross profit	$	344.8		$	290.3		$	676.0		$	545.8		$	344.7		$	331.3
Percentage of sales	56.5		%	54.9		%	56.5		%	53.7		%	56.2		%	56.4		%

Gross margin for the three months ended ~~July 1, 2018 increased 160~~March 31, 2019 decreased 20 basis points, or ~~2.9%~~0.4%, compared to the prior year ~~period. The increase in gross margin reflects the favorable impact of gross profit generated by NeoTract, as well as~~period, which is primarily attributable to the impact of ~~favorable manufacturing costs including the benefit from cost improvement initiatives such as the 2016 and 2014 Footprint realignment restructuring plans.~~

Gross margin for the six months ended July 1, 2018 increased 280 basis points, or 5.2%, compared to the prior year period. The increase in gross margin reflects the favorable impact of gross profit generated by acquired businesses, mainly NeoTract and Vascular Solutions, the impact of favorable manufacturing costs including the benefit from cost improvement initiatives such as the 2016 and 2014 Footprint realignment plans and the impact of favorableunfavorable fluctuations in foreign currency exchange ~~rates. The~~rates partially offset by the impact of higher sales mostly due to an increase in ~~gross margin also reflects the adverse impact on gross margin for the six months ended July 2, 2017~~sales volumes of ~~the step-up in the carrying value of inventory recognized in connection with the Vascular Solutions acquisition.~~existing products.

Selling, general and administrative


	Three Months Ended						Six Months Ended						Three Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018			July 2, 2017			March 31, 2019			April 1, 2018
	(Dollars in millions)						(Dollars in millions)						(Dollars in millions)
Selling, general and administrative	$	229.9		$	158.9		$	445.3		$	322.9		$	227.7		$	215.3
Percentage of sales	37.7		%	30.1		%	37.2		%	31.8		%	37.1		%	36.7		%

Selling, general and administrative expenses for the three months ended ~~July 1, 2018~~March 31, 2019 increased ~~$71.0~~$12.4 million compared to the prior year period. The increase is primarily attributable to ~~$32.7 million in operating~~ expenses incurred by our ~~NeoTract business (which we~~ acquired ~~in October 2017) and~~businesses, a ~~$25.4~~$3.5 million increase in contingent consideration expense resulting from a change in the estimated fair value of our contingent consideration ~~liabilities.~~

Selling, general and administrative expenses for the six months ended July 1, 2018 increased $122.4 million compared to the prior year period. The increase is primarily attributable to $72.1 million in operating expenses incurred by acquired businesses, primarily NeoTract, and a $34.9 millionliabilities, an increase in ~~contingent consideration expense resulting from a change in the estimated fair value of~~selling and marketing expenses, primarily with respect to our ~~contingent consideration liabilities. These~~interventional urology products, and higher administrative costs. The increases were partially offset by ~~a $8.4 million decrease~~the impact of favorable fluctuations in ~~transaction and other nonrecurring expenses; in 2017, we incurred transaction and other nonrecurring expenses in connection with several acquisitions, principally including Vascular Solutions.~~foreign currency exchange rates.

Research and development


	Three Months Ended						Six Months Ended						Three Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018			July 2, 2017			March 31, 2019			April 1, 2018
	(Dollars in millions)						(Dollars in millions)						(Dollars in millions)
Research and development	$	26.0		$	20.3		$	52.0		$	38.1		$	27.2		$	26.0
Percentage of sales	4.4		%	3.8		%	4.3		%	3.7		%	4.4		%	4.4		%

The increase in research and development expenses for the three ~~and six~~ months ended ~~July 1, 2018~~March 31, 2019 compared to the prior year period is primarily attributable to expenses incurred in connection with our ~~anesthesia and~~ interventional ~~urology product portfolios.~~

products.

Restructuring and impairment charges

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017
(Dollars in millions) (Dollars in millions)
Restructuring and impairment charges $ 55.4
$ 0.9
$ 58.4
$ 13.8

For the three and six months ended July 1, 2018, we recorded $55.4 million and $58.4 million in restructuring and impairment charges, which primarily related to employee termination benefits under the 2018 Footprint realignment plan.

~~For the three months ended July 2, 2017, we recorded $0.9 million in restructuring charges, which primarily related to employee termination benefits.~~

For the six months ended July 2, 2017, we recorded $13.8 million in restructuring charges. The charges primarily related to termination benefits associated with the 2017 EMEA restructuring program and the 2017 Vascular Solutions integration program of $6.5 million and $4.9 million, respectively.

~~2018 Footprint realignment plan~~

On May 1, 2018, we initiated a restructuring plan involving the relocation of certain European manufacturing operations to an existing lower-cost location, the outsourcing of certain European distribution operations and related workforce reductions (the “2018 Footprint realignment plan"). These actions commenced in the second quarter 2018 and are expected to be substantially completed by the end of 2024.

We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2018 Footprint realignment plan of $102 million to $133 million, of which, we expect $55 million to $72 million to be incurred in 2018 and most of the balance to be incurred prior to the end of 2024. We estimate that $99 million to $127 million of these charges will result in future cash outlays, of which we expect $6 million to $8 million to be made in 2018 and most of the balance to be made by the end of 2024. Additionally, we expect to incur $19 million to $23 million in aggregate capital expenditures under the plan, of which we expect up to $1 million to be incurred during 2018 and most of the balance to be incurred by the end of 2021.

~~We expect to begin realizing plan-related savings in 2018 and expect to achieve annual pre-tax savings of $25 million to $30 million once the plan is fully implemented.~~

Anticipated charges and pre-tax savings related to restructuring programs and other similar cost savings initiatives

~~In addition to the 2018 Footprint realignment plan, we~~We have ongoing restructuring programs related to ~~(i) the integration of Vascular Solutions into Teleflex; (ii) the centralization of certain administrative functions in our EMEA segment; (iii)~~ the consolidation of our manufacturing operations (referred to as our ~~2016~~2019, 2018 and 2014 Footprint realignment plans)~~; and (iv) other restructuring programs designed to improve operating efficiencies and reduce costs. See Note 5 to the condensed consolidated financial statements included in this report.~~. We also have similar ongoing activities to relocate certain manufacturing operations within our OEM segment ~~("the OEM~~(the "OEM initiative") that do not meet the criteria for a restructuring program under applicable accounting ~~guidance, but~~guidance; nevertheless, the activities ~~will~~should result in cost savings (we expect only minimal costs to be ~~incurred)~~incurred in connection with the OEM initiative). With respect to our currently ongoing restructuring programs and the OEM initiative, the table below summarizes ~~(1) the estimated total restructuring and restructuring related~~ charges to be incurred and estimated annual pre-tax savings ~~(including~~to be realized as follows: (1) with respect to charges (a) the estimated total charges that will be incurred once the restructuring programs and OEM initiative are completed; (b) the charges incurred through December 31, 2018; and (c) the estimated charges to be incurred from January 1, 2019 through the last anticipated completion date of the restructuring programs and OEM initiative and (2) with respect to estimated annual pre-tax savings, ~~related~~(a) the estimated total annual pre-tax savings to ~~the OEM initiative)~~be realized once the restructuring programs and OEM initiative

are completed; ~~(2)~~(b) the ~~restructuring and restructuring related charges incurred and~~ estimated annual pre-tax savings realized based on the progress of the restructuring programs and OEM initiative through December 31, ~~2017;~~2018; and ~~(3)~~(c) the ~~restructuring and restructuring related charges expected to be incurred and~~ estimated ~~incremental~~additional annual pre-tax savings ~~(including pre-tax savings related to the OEM initiative) estimated~~ to be realized ~~for these programs~~ from January 1, ~~2018~~2019 through the last anticipated completion ~~dates.~~date of the restructuring programs and the OEM initiative.

Estimated charges and pre-tax savings are subject to change based on, among other things, the nature and timing of restructuring activities and similar activities, changes in the scope of restructuring ~~plans and~~ programs and the OEM initiative, unanticipated expenditures and other developments, the effect of additional acquisitions or dispositions, the failure to realize anticipated savings from a supply contract related to a component included in certain kits sold by our Americas segment and other factors that were not reflected in the assumptions made by management in previously estimating restructuring and restructuring related charges and estimated pre-tax savings. Moreover, estimated pre-tax savings ~~relating~~constituting efficiencies with respect to

~~programs involving~~ increased costs that otherwise would have resulted from business acquisitions involve, among other things, assumptions regarding the cost structure and integration of ~~acquired~~ businesses ~~are particularly difficult to forecast because the estimate of pre-tax savings, to a considerable extent, involves assumptions regarding operation of businesses during periods when those businesses~~that previously were not administered by our ~~management.~~management, which are subject to a particularly high degree of risk and uncertainty. It is likely that estimates of charges and pre-tax savings will change from time to time, and the table below reflects changes from amounts previously estimated. In addition, the table below does not include estimated charges and pre-tax savings related to substantially completed programs. ~~Estimated~~The 2017 Vascular Solutions integration program, the 2017 EMEA program, the 2016 Footprint realignment plan and the Other 2016 restructuring programs are excluded from the table below because they were substantially completed as of March 31, 2019. Additional details including estimated charges expected to be incurred in connection with the restructuring programs are described in ~~more detail in~~ Note 5 to the condensed consolidated financial statements included in this report.

Pre-tax savings also can be affected by increases or decreases in sales volumes generated by the businesses subject to the consolidation of manufacturing operations; such variations in revenues can increase or decrease pre-tax savings generated by the consolidation of manufacturing operations. For example, an increase in sales volumes generated by the affected businesses, although likely increasing manufacturing costs, may generate additional savings with respect to costs that otherwise would have been incurred if the manufacturing operations were not consolidated.



	Ongoing restructuring programs and other similar cost savings initiatives₍₁₎
	Estimated Total	~~Through~~Actuals through December 31, ~~2017~~2018	Estimated ~~Remaining~~remaining from January 1, ~~2018~~2019 through December 31, ~~2024~~2026
	(Dollars in millions)
Restructuring charges	$~~109~~95 - ~~$126~~$114	$4268	$6727 - ~~$84~~$46
Restructuring related charges ₍₂₎₍₁₎	~~102~~110 - ~~125~~141	4434	5876 - 81107
Total charges	$~~211~~205 - ~~$251~~$255	$86102	$~~125~~103 - ~~$165~~$153

OEM initiative annual pre-tax savings	$6 - $7	$—1	$65 - $7$6
~~Pre-tax~~Ongoing restructuring programs annual pre-tax savings_(3)(4)(2)	$~~105~~63 - ~~$121~~$73	$4521	$6042 - ~~$76~~$52
Total annual pre-tax savings	$~~111~~69 - ~~$128~~$80	$4522	$6647 - ~~$83~~$58


(1)	~~Includes estimated financial information related to the 2018 Footprint realignment plan, which was initiated during the second quarter 2018 and is described in more detail above.~~

~~(2)~~

Restructuring related charges ~~principally constitute pre-tax charges related to accelerated depreciation and other~~represent costs that are directly related to the ~~plan, primarily consisting of~~programs and principally constitute costs to transfer manufacturing operations to ~~the new location and~~existing lower-cost locations, project management costs and accelerated depreciation, as well as a charge ~~associated with our exit from facilities~~ that is expected to be imposed by ~~the~~a taxing authority as a result of our exit from facilities in the ~~affected~~authority's jurisdiction. Most of these charges (other than the tax charge) are expected to be recognized ~~in costs~~as cost of goods sold.

~~(3)~~(2)

~~Approximately 65% of~~Substantially all the pre-tax savings are expected to result in reductions to cost of goods sold. As previously disclosed, during 2016, in connection with our execution of the 2014 Footprint realignment plan, we implemented changes to medication delivery devices included in certain of our kits, which are expected to result in increased product costs (and therefore reduce the annual savings we anticipated at the inception of the ~~plan)~~program). However, we also expect to achieve improved pricing on these kits that will offset the increased ~~product costs. The improved pricing is expected to result~~costs, resulting in estimated annual increased revenues of $5$3 million to $6$4 million, which is not reflected in the table above. WeSince 2017, we have realized ~~a $1.0~~an aggregate benefit of $2.4 million ~~benefit~~ resulting from this incremental ~~pricing in 2017. Moreover,~~pricing. More recently, during the fourth quarter of 2017, we entered into an agreement with an alternate provider for the development and supply of a component to be included in certain kits sold by our ~~Vascular North America and Anesthesia North America operating segments.~~Americas segment. The agreement will result in increased development costs but is expected to reduce the cost of the component supply, once the supply becomes commercially available, as compared to the ~~cost~~costs incurred with respect to our current suppliers. Therefore, we anticipate a net savings from the agreement, which is reflected in the table above.

~~(4)~~

While pre-tax savings address anticipated cost savings to be realized with respect to our historical expense items, they also reflect anticipated efficiencies to be realized with respect to increased costs that otherwise would have resulted from our acquisition of Vascular Solutions and Pyng Medical Corp. ("Pyng"), which we acquired in 2017. In this regard, the pre-tax savings are expected to result from the elimination of redundancies between our operations and Vascular Solutions’ and Pyng's operations, principally through the elimination of personnel redundancies.

2019 Footprint realignment plan

In February 2019, we initiated a restructuring plan primarily involving the relocation of certain manufacturing operations to existing lower-cost locations and related workforce reductions (the “2019 Footprint realignment plan"). These actions are expected to be substantially completed during 2022.

We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2019 Footprint realignment plan of $56 million to $70 million, of which, we expect $21 million to $26 million to be incurred in 2019 and most of the balance is expected to be incurred prior to the end of 2021. We estimate that $53 million to $66 million of these charges will result in cash outlays, of which, $8 million to $9 million is expected to be made in 2019 and most of the balance is expected to be made by the end of 2021. Additionally, we expect to incur $29 million to $35 million in aggregate capital expenditures under the plan, of which, $18 million to $22 million is expected to be incurred during 2019 and most of the balance is expected to be incurred by the end of 2021.

We expect to begin realizing plan-related savings in 2021 and expect to achieve annual pre-tax savings of $12 million to $14 million once the plan is fully implemented, which will benefit all of our segments except OEM.

Restructuring and impairment charges incurred



	Three Months Ended
	March 31, 2019		April 1, 2018
	(Dollars in millions)
Restructuring and impairment charges	$	17.4	$	3.1

Restructuring and impairment charges for the three months ended March 31, 2019 primarily related to termination benefits associated with the 2019 Footprint realignment plan.

Interest expense


	Three Months Ended						Six Months Ended						Three Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018			July 2, 2017			March 31, 2019			April 1, 2018
	(Dollars in millions)						(Dollars in millions)						(Dollars in millions)
Interest expense	$	26.6		$	19.9		$	52.6		$	37.6		$	22.7		$	25.9
Average interest rate on debt	4.4		%	3.5		%	4.3		%	3.5		%	3.9		%	4.2		%

The ~~increase~~decrease in interest expense for the three ~~and six~~ months ended ~~July 1, 2018~~March 31, 2019 compared to the respective prior year period was primarily due to ~~an increase~~a reduction in ~~average debt outstanding resulting from additional borrowings under our principal credit facility,~~interest rates as ~~well as the November 2017 issuance~~a result of our ~~4.625% Senior Notes due 2027 ("2027 Notes"). The increase in interest expense was also the result of a higher average interest rate on our debt.~~

cross-currency swap agreements.

Taxes on income from continuing operations

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 July 1, 2018 July 2, 2017
Effective income tax rate 136.3 % 13.4 % 23.2 % 7.4 %

The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017. The legislation significantly changes U.S. tax law by, among other things, permanently reducing corporate income tax rates from a maximum of 35% to 21%, effective January 1, 2018; implementing a territorial tax system, by generally providing for, among other things, a dividends received deduction on the foreign source portion of dividends received from a foreign corporation if specified conditions are met; and imposing a one-time repatriation tax on undistributed post-1986 foreign subsidiary earnings and profits, which are deemed repatriated for purposes of the tax. In addition, the TCJA imposes two new U.S. tax base erosion provisions: (1) the global intangible low-taxed income ("GILTI") provisions and (2) the base erosion and anti-abuse tax ("BEAT") provisions, which are explained in more detail in Note 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.

In accordance with the applicable provisions of SEC Staff Accounting Bulletin No. 118, we included in our consolidated financial statements as of December 31, 2017 provisional amounts reflecting the tax impact related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities. Once our accounting for the income tax effects of the TCJA is complete, the amounts with respect to the income tax effects of the TCJA may differ from the provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the TCJA.



	Three Months Ended
	March 31, 2019		April 1, 2018
Effective income tax rate	20.7	%	10.2	%

The effective income tax rate for the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, 2018 was ~~136.3%~~20.7% and ~~23.2%~~10.2%, ~~respectively, and 13.4% and 7.4% for the three and six months ended July 2, 2017,~~ respectively. The effective income tax rate for the three ~~and six~~ months ended ~~July 1, 2018~~March 31, 2019, as compared to the prior year ~~periods reflect~~period, reflects the impact of non-deductible termination benefits ~~and other costs~~ incurred in connection with the ~~2018~~2019 Footprint realignment ~~plan and a non-deductible contingent consideration expense recognized in connection with an increase in the fair value of the NeoTract contingent consideration liability.~~plan. In addition, the effective tax rate for the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, 2018 ~~includes~~include the benefit of a lower U.S. corporate income tax rate of 21.0% resulting from the enactment of federal tax legislation commonly referred to as the ~~TCJA,~~Tax Cuts and Jobs Act (the "TCJA"), partially offset by a tax ~~cost~~costs associated with ~~GILTI~~the global intangible low income provisions of the TCJA, which require us to include in our U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary's intangible assets, and other ~~TCJA related~~TCJA-related changes. ~~The effective tax rate for the six months ended July 2, 2017 reflects a tax benefit associated with costs incurred in connection with the Vascular Solutions acquisition.~~

Segment Financial Information

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 % Increase/
(Decrease) July 1, 2018 July 2, 2017 % Increase/
(Decrease)

(Dollars in millions) (Dollars in millions)
Vascular North America $ 80.1
$ 78.8
1.6
$ 163.1
$ 157.8
3.4
Interventional North America 65.0
58.3
11.3
125.2
98.2
27.3
Anesthesia North America 50.5
49.1
2.9
101.1
97.3
3.9
Surgical North America 40.7
44.7
(9.0 ) 81.4
90.7
(10.2 )
EMEA 153.4
138.5
10.8
313.3
272.0
15.2
Asia 72.4
66.0
9.7
130.6
116.2
12.5
OEM 52.6
45.1
16.5
98.4
88.5
11.3
All other 95.2
48.1
98.0
184.0
95.8
92.1
Net revenues $ 609.9
$ 528.6
15.4
$ 1,197.1
$ 1,016.5
17.8

Three Months Ended Six Months Ended
July 1, 2018 July 2, 2017 % Increase/
(Decrease) July 1, 2018 July 2, 2017 % Increase/
(Decrease)

(Dollars in millions)
(Dollars in millions)
Vascular North America $ 24.6
$ 18.5
33.4
$ 49.3
$ 36.8
34.1
Interventional North America 16.5
8.7
87.3
30.6
0.7
3,826.9
Anesthesia North America 14.7
20.1
(26.6 ) 32.0
33.4
(3.9 )
Surgical North America 17.1
17.3
(1.3 ) 31.8
33.7
(5.5 )
EMEA 26.5
23.6
12.5
58.3
44.9
29.8
Asia 20.8
18.9
9.5
34.2
29.8
14.4
OEM 13.6
10.3
31.1
22.6
19.5
16.0
All other (25.6 ) 9.0
(383.9 ) (37.6 ) 18.3
(304.8 )
Segment operating profit ⁽¹⁾
$ 108.2
$ 126.4
(14.5 ) $ 221.2
$ 217.1
1.9



Segment net revenues
	Three Months Ended
	March 31, 2019		April 1, 2018		% Increase/ (Decrease)
	(Dollars in millions)
Americas	$	344.0	$	323.3	6.4
EMEA	154.6		159.9		(3.3	)
Asia	60.8		58.2		4.3
OEM	54.2		45.8		18.3
Segment net revenues	$	613.6	$	587.2	4.5

Segment operating profit
	Three Months Ended
	March 31, 2019		April 1, 2018		% Increase/ (Decrease)
	(Dollars in millions)
Americas	$	65.6	$	58.8	11.4
EMEA	27.0		31.8		(14.9	)
Asia	10.0		13.4		(25.4	)
OEM	13.3		9.0		47.7
Segment operating profit ⁽¹⁾	$	115.9	$	113.0	2.5


(1)	See Note 14 to our condensed consolidated financial statements included in this report for a reconciliation of segment operating profit to our condensed consolidated income from continuing operations before interest, loss on extinguishment of debt and taxes.

Comparison of the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, 2018 ~~and July 2, 2017~~

~~Vascular North America~~Americas

~~Vascular North America~~Americas net revenues for the three months ended ~~July 1, 2018~~March 31, 2019 increased ~~$1.3~~$20.7 million, or ~~1.6%,~~6.4% compared to the prior year period. The increase is primarily attributable to a $1.5 million increase in new product sales and, to a lesser extent, price increases partially offset by a $1.0 million decrease in sales volumes of existing products despite an incremental shipping day during the second quarter 2018.

Vascular North America net revenues for the six months ended July 1, 2018 increased $5.3 million, or 3.4%, compared to the prior year period. The increase is primarily attributable to a $3.1 million increase in new product sales and $1.5 million of price increases.

Vascular North America operating profit for the three months ended July 1, 2018 increased $6.1 million, or 33.4%, compared to the prior year period. The increase is primarily attributable to lower selling and administrative expenses and an increase in gross profit as a result of lower manufacturing costs.

Vascular North America operating profit for the six months ended July 1, 2018 increased $12.5 million, or 34.1%, compared to the prior year period. The increase is primarily attributable to an increase in gross profit resulting from lower manufacturing costs and increased new product sales, as well as lower selling and administrative expenses.

~~Interventional North America~~

~~Interventional North America net revenues for the three months ended July 1, 2018 increased $6.7 million, or 11.3%, compared to the prior year period. The increase is primarily attributable to a $3.7~~$13.4 million increase in sales volumes of existing products and a ~~$2.5~~$5.8 million increase in new product sales.

Interventional North America net revenues for the six months ended July 1, 2018 increased $27.0 million, or 27.3%, compared to the prior year period. The increase is primarily attributable to net revenues of $18.8 million generated by Vascular Solutions and, to a lesser extent, an increase in new product sales.

~~Interventional North America~~Americas operating profit for the three months ended ~~July 1, 2018~~March 31, 2019 increased ~~$7.8~~$6.8 million, or 87.3%, compared to the prior year period. The increase is primarily attributable to an increase in gross profit resulting from increases in sales volumes of existing products and new product sales. The increase in gross profit also reflects the adverse effect on prior year period gross profit of the step-up in carrying value of inventory recognized in connection with the Vascular Solutions acquisition.

Interventional North America operating profit for the six months ended July 1, 2018 increased $29.9 million, or 3,826.9%, compared to the prior year period. The increase is primarily attributable to operating profit generated by Vascular Solutions. The increase in gross profit also reflects the adverse effect on prior year period gross profit of transaction and other expenses, as well as the step-up in carrying value of inventory, recognized in connection with the Vascular Solutions acquisition.

~~Anesthesia North America~~

Anesthesia North America net revenues for the three months ended July 1, 2018 increased $1.4 million, or 2.9%, compared to the prior year period. The increase in net revenues is primarily attributable to a $1.4 million increase in new product sales and a $1.1 million increase in sales volumes of existing products driven by an incremental shipping day in the second quarter 2018 partially offset by $1.2 million of price decreases.

Anesthesia North America net revenues for the six months ended July 1, 2018 increased $3.8 million, or 3.9%, compared to the prior year period. The increase is primarily attributable to a $2.7 million increase in new product sales and a $1.9 million increase in sales volumes of existing products partially offset by $1.9 million of price decreases.

Anesthesia North America operating profit for the three months ended July 1, 2018 decreased $5.4 million, or 26.6%, compared to the prior year period. The prior year period operating profit reflects a favorable ruling in a lawsuit involving an insurance provider, which resulted in a $6.4 million gain recognized in the prior year period.

Anesthesia North America operating profit for the six months ended July 1, 2018 decreased $1.4 million, or 3.9%, compared to the prior year period. The prior year period operating profit reflects a favorable ruling in a lawsuit involving an insurance provider, which resulted in a $6.4 million gain. The decrease in the 2018 period was partially offset by an increase in gross profit resulting from favorable mix.

~~Surgical North America~~

Surgical North America net revenues for the three and six months ended July 1, 2018 decreased $4.0 million or 9.0%, and $9.3 million, or 10.2%, respectively, compared to the corresponding prior year periods. The decreases are primarily attributable to decreases in sales volumes of existing products.

Surgical North America operating profit for the three and six months ended July 1, 2018 decreased $0.2 million, or 1.3% and $1.9 million, or 5.5%, respectively, compared to the prior year periods. The decreases were primarily attributable to decreases in gross profit resulting from decreased sales volumes of existing products and unfavorable fluctuations in foreign currency exchange rates partially offset by favorable mix. Additionally, the decreases in operating profit were partially offset by lower operating expenses including a benefit resulting from a reduction in a contingent consideration liability.

~~EMEA~~

EMEA net revenues for the three months ended July 1, 2018 increased $14.9 million, or 10.8%, compared to the prior year period. The increase is primarily attributable to $10.7 million in favorable fluctuations in foreign currency exchange rates and price increases of $4.8 million partially offset by a decrease in sales volumes of existing products.

~~EMEA net revenues for the six months ended July 1, 2018~~ increased $41.3 million, or 15.2%, compared to the prior year period. The increase is primarily attributable to favorable fluctuations in foreign currency exchange rates of $30.0 million and price increases.

EMEA operating profit for the three months ended July 1, 2018 increased $2.9 million, or 12.5%, compared to the prior year period. The increase is primarily attributable to an increase in gross profit driven by favorable fluctuations in foreign currency exchange rates and price increases partially offset by higher operating expenses.

~~EMEA operating profit for the six months ended July 1, 2018~~ increased $13.4 million, or 29.8%, compared to the prior year period. The increase is primarily attributable to an increase in gross profit resulting from favorable fluctuations in foreign currency exchange rates and price increases partially offset by higher operating expenses including selling and amortization expenses.

~~Asia~~

Asia net revenues for the three months ended July 1, 2018 increased $6.4 million, or 9.7%, compared to the prior year period. The increase is primarily attributable to $2.4 million in favorable fluctuations in foreign currency exchange rates a $1.9 million increase in sales volumes of existing products and a $1.8 million increase in new product sales.

Asia net revenues for the six months ended July 1, 2018 increased $14.4 million, or 12.5%, compared to the prior year period. The increase is primarily attributable to $5.6 million in favorable fluctuations in foreign currency exchange rates, a $4.5 million increase in sales volumes of existing products and net revenues generated by acquired businesses.

~~Asia operating profit for the three months ended July 1, 2018 increased $1.9 million, or 9.5%,~~11.4% compared to the prior year period. The increase was primarily attributable to an increase in gross profit resulting from ~~favorable~~higher sales partially offset by an increase in operating expenses including contingent consideration expense.

EMEA

EMEA net revenues for the three months ended March 31, 2019 decreased $5.3 million, or 3.3%, compared to the prior year period. The decrease is primarily attributable to unfavorable fluctuations in foreign currency exchange rates of $12.0 million partially offset by an increase in sales volumes of existing products.

EMEA operating profit for the three months ended March 31, 2019 decreased $4.8 million, or 14.9%, compared to the prior year period. The decrease is primarily attributable to higher operating expenses and unfavorable fluctuations in foreign currency exchange rates partially offset by the favorable impact of higher ~~general and administrative expenses.~~sales.

Asia

Asia ~~operating profit~~net revenues for the ~~six~~three months ended ~~July 1, 2018~~March 31, 2019 increased ~~$4.4~~$2.6 million, or ~~14.4%~~4.3%, compared to the prior year period. The increase ~~was~~is primarily attributable to a $3.3 million increase in sales volumes of existing products and an increase in ~~gross profit resulting from favorable~~new product sales partially offset by unfavorable fluctuations in foreign currency exchange rates of $3.5 million.

Asia operating profit for the three months ended March 31, 2019 decreased $3.4 million, or 25.4%, compared to the prior year period. The decrease was primarily attributable to higher manufacturing costs and higher operating expenses partially offset by the favorable impact of higher ~~selling, marketing and administrative expenses.~~sales.

OEM

OEM net revenues for the three months ended ~~July 1, 2018~~March 31, 2019 increased ~~$7.5~~$8.4 million, or ~~16.5%~~18.3%, compared to the prior year period. The increase is primarily attributable to an increase in sales volumes of existing ~~products of $6.9 million.~~

OEM net revenues for the six months ended July 1, 2018 increased $9.9 million, or 11.3%, compared to the prior year period. The increase is primarily attributable to an $8.5 million increase in sales volumes of existing products and favorable fluctuations in foreign currency exchange rates.products.

OEM operating profit for the three months ended ~~July 1, 2018~~March 31, 2019 increased ~~$3.3~~$4.3 million, or ~~31.1%~~47.7%, compared to the prior year ~~period. The increase is~~period primarily ~~attributable to an increase in gross profit resulting from~~reflecting the impact of higher ~~sales volumes partially offset by higher manufacturing costs.~~sales.

OEM operating profit for the six months ended July 1, 2018 increased $3.1 million, or 16.0%, compared to the prior year period. The increase is primarily attributable to lower general and administrative expenses and an increase in gross profit. The increase in gross profit is driven by higher sales volumes partially offset by higher manufacturing costs.

~~All Other~~

Net revenues for our other operating segments increased $47.1 million, or 98.0% and $88.2 million, or 92.1%, for the three and six months ended July 1, 2018, respectively, compared to the prior year periods. The increases are primarily attributable to net revenues generated by NeoTract.

Operating profit for our other operating segments decreased $34.6 million or 383.9% and $55.9 million, or 304.8% for the three and six months ended July 1, 2018, respectively, compared to the corresponding prior year periods. The decreases are primarily attributable to an increase in contingent consideration liabilities and operating expenses associated with NeoTract.

Liquidity and Capital Resources

We believe our cash flow from operations, available cash and cash equivalents and borrowings under our revolving credit facility will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12 months and the foreseeable future. We have net cash provided by United States based operating activities as well as non-United States sources of cash available to help fund our debt service requirements in the United States. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which we can access those funds on a cost effective basis.

~~The TCJA significantly changed U.S. tax law by, among other things, imposing a one-time repatriation tax on undistributed post-1986 earnings and profits~~On March 4, 2019, we entered into cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of ~~foreign subsidiaries. Previously, we were not taxed~~variability in the U.S. ~~on certain foreign earnings unless and until they were repatriated~~dollar to ~~the U.S.~~euro exchange rate. Under the ~~TCJA,~~terms of the cross-currency swap agreements, we ~~will~~notionally exchanged $250 million at an annual interest rate of 4.8750% for €219.2 million at an annual interest rate of 2.4595%. The swap agreements, which expire on March 4, 2024, are designated as net investment hedges and require an exchange of the notional amounts upon expiration or the earlier termination of the agreements. We and the counterparties have agreed to ~~pay $154.0 million over eight years for~~effect the ~~deemed repatriation of these foreign earnings, regardless of whether such earnings are actually repatriated.~~exchange through a net settlement. As a result, we may be required to pay (or be entitled to receive) an amount equal to the difference, on the expiration or earlier termination date, between the U.S. dollar equivalent of the ~~repatriation tax provisions~~€219.2 million notional amount and the $250 million notional amount. The swap agreements entail risk that the counterparties will not fulfill their obligations under the agreements. However, we believe the risk is reduced because we have entered into separate agreements with five different counterparties, all of whom are large, well-established financial institutions. Based on the U.S. dollar to euro currency exchange rate in effect on March 4, 2019, and assuming exchange rates remain constant throughout the five year term of the ~~TCJA,~~swap agreements, we ~~anticipate that, generally, we will be able to access~~would realize a reduction in annual cash ~~located at our foreign subsidiaries without incurring any~~interest expense of $6.0 million. See Part I, Item 3, “Quantitative and Qualitative Disclosure About Market Risk” in this report for additional U.S. federal income tax liabilities. We are not aware of any other restrictions on repatriation of these funds and, subject to cash payment of additional foreign withholding taxes, these funds could be repatriated, if necessary.information.

To date, we have not experienced significant payment defaults by our customers, and we have sufficient lending commitments in place to enable us to fund our anticipated additional operating needs. However, although there have been recent improvements in certain countries, global financial markets remain volatile and the global credit markets are constrained, which creates a risk that our customers and suppliers may be unable to access liquidity. Consequently, we continue to monitor our credit risk, particularly with respect to customers in Greece, Italy, Portugal and Spain, and consider other mitigation strategies. As of July 1, 2018 and December 31, 2017, our net trade accounts receivable from publicly funded hospitals in Italy, Spain, Portugal and Greece were $26.4 million and $24.7 million, respectively. As of July 1, 2018 and December 31, 2017, our net trade accounts receivable from customers in these countries were approximately 15.0%, of our consolidated net trade accounts receivable. For the six months ended July 1, 2018 and July 2, 2017, net revenues from customers in these countries were 6.3% of total net revenues, and average days that current and long-term trade accounts receivable were outstanding were 150 days and 162 days, respectively. If economic conditions in these countries deteriorate, we may experience significant credit losses related to the public hospital systems in these countries. Moreover, if global economic conditions generally deteriorate, we may experience further delays in customer payments, reductions in our customers’ purchases and higher credit losses, which could have a material adverse effect on our results of operations and cash flows in 2018 and future years.

Cash Flows

Cash flows from operating activities from continuing operations provided net cash of approximately ~~$181.6~~$60.2 million for the ~~six~~three months ended ~~July 1, 2018~~March 31, 2019 as compared to ~~$197.7~~$86.8 million for the ~~six~~three months ended ~~July 2, 2017.~~April 1, 2018. The ~~$16.1~~$26.6 million decrease is primarily attributable to ~~the net unfavorable impact~~contingent consideration payments of changes in working capital partially offset by favorable operating results. The net unfavorable impact from changes in working capital were due to a net decrease in income taxes payable and a net increase in accounts receivable which were partially offset by an increase in accounts payable, accrued expenses and other liabilities.

The decrease in incomes taxes payable for the six months ended July 1, 2018 was $29.7 million compared to a decrease of $6.0 million for six months ended July 2, 2017. The decrease in income taxes payable was the result of higher payments in the first half of 2018 as compared to the same period in 2017. The increase in accounts receivable for the six months ended July 1, 2018 was $15.9 million compared to a decrease of $5.1 million for six months ended July 2, 2017. The net increase in accounts receivable is attributable to higher net revenues in the first half of 2018. In addition, in the first quarter of 2017, we sold $16.0 million of outstanding receivables related to sales of our products to public hospitals in Italy. The increase in accounts payable, accrued expenses and other liabilities for the six months ended July 1, 2018 was $38.1 million compared to an increase of $6.5 million for six months ended July 2, 2017. The increase is attributable to increased restructuring activity primarily related to the 2018 Footprint realignment plan.$25.9 million.

Net cash used in investing activities from continuing operations was ~~$60.5~~$23.5 million for the ~~six~~three months ended ~~July 1, 2018, which includes a cash outflow for~~March 31, 2019, due to capital expenditures of ~~$38.0~~$23.5 million, ~~and~~as well as acquisition payments of ~~$22.5~~$1.0 million principally related to distributor to direct sales conversations. The cash outflows were partially offset by proceeds from the sale of our ~~acquisition~~vein catheter reprocessing business of ~~assets from QT Vascular.~~$1.0 million.

Net cash used in financing activities from continuing operations was ~~$102.4~~$124.4 million for the ~~six~~three months ended ~~July 1, 2018,~~March 31, 2019, which ~~includes~~included contingent consideration payments of ~~$62.6~~$111.0 million and dividend payments of ~~$30.9 million~~

~~and borrowing repayments of $18.5 million, partially offset by proceeds from share based compensation and related tax benefits of $9.8~~$15.7 million.

Borrowings

~~The~~On April 5, 2019, we entered into an amended and restated credit agreement ~~relating to our~~(the "Credit Agreement"), which provides for a $1.0 billion revolving credit facility and a $700 million term loan ~~used to fund~~facility, each of which matures on April 5, 2024. The Credit Agreement replaces a ~~portion of the consideration we paid to acquire Vascular Solutions (the “Credit Agreement”) and the indentures~~previous credit agreement under which we ~~issued our 5.25% Senior Notes~~were provided a $1.0 billion credit facility and a $750 million term loan facility, due ~~2024~~2022 (the ~~“2024 Notes”~~“prior term loan”) and 4.875% Senior Notes due 2026 (the "2026 Notes") contain covenants that, among other things, limit or restrict our ability, and the ability of our subsidiaries, to incur additional debt or issue preferred stock or other disqualified stock; create liens; pay dividends, make investments or make other restricted payments; sell assets; merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; or enter into transactions with our affiliates.. The indenture with respect to our 2027 Notes contains covenants that, among other things, limit or restrict our ability, and the ability of our subsidiaries, to create liens; consolidate, merge or dispose of certain assets; and enter into sale leaseback transactions. Additionally,$700 million term loan facility

under the Credit Agreement ~~contains financial covenants that require us~~principally was applied against the remaining $675 million principal balance of the prior term loan.

At our option, loans under the Credit Agreement will bear interest at a rate equal to ~~maintain~~adjusted LIBOR plus an applicable margin ranging from 1.125% to 2.00% or at an alternate base rate, which is defined as the highest of (i) the “Prime Rate” in the U.S. last quoted by The Wall Street Journal, (ii) 0.50% above the greater of the federal funds rate and the rate comprised of both overnight federal funds and overnight eurodollar borrowings and (iii) 1.00% above adjusted LIBOR for a one month interest period on such day, plus an applicable margin ranging from 0.125% to 1.00%, in each case subject to adjustments based on our consolidated total net leverage ratio (generally, Consolidated Total Funded Indebtedness (which is net of “Qualified Cash”), as defined in the Credit Agreement on the date of determination to Consolidated EBITDA, as defined in the Credit Agreement, for the four most recent fiscal quarters ending on or preceding the date of determination). Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00%. The Credit Agreement is described in more detail in Note 16 to the condensed consolidated financial statements included in this report.

The Credit Agreement contains covenants that, among other things and subject to certain exceptions, place limitations on our ability, and the ability of our subsidiaries, to incur additional indebtedness; create additional liens; enter into a merger, consolidation or amalgamation, dispose of certain assets, make certain investments or acquisitions, pay dividends, or make other restricted payments, enter into swap agreements or enter into transactions with our affiliates. Additionally, the Credit Agreement contains financial covenants that, subject to specified exceptions, require us to maintain a consolidated total net leverage ratio of not more than 4.50 to 1.00 and a consolidated senior secured leverage ratio (generally, Consolidated Senior Secured Funded Indebtedness, as defined in the Credit Agreement, on the date of determination to Consolidated EBITDA for the four most recent fiscal quarters ending on or preceding the date of determination) of not more than 3.50 to 1.00. The Company is further required to maintain a consolidated interest coverage ratio (generally, Consolidated EBITDA for the four most recent fiscal quarters ending on or preceding the date of determination to Consolidated Interest Expense, as defined in the Credit Agreement, paid in cash for such period) of not less than 3.50 to 1.00.

The indentures governing our 5.25% Senior Notes due 2024 (the “2024 Notes”) and 4.875% Senior Notes due 2026 (the "2026 Notes") contain covenants that, among other things and subject to certain exceptions, limit or restrict our ability, and the ability of our subsidiaries, to incur additional debt or issue preferred stock or other disqualified stock, create liens, merge, consolidate, or dispose of certain assets, pay dividends, make investments or make other restricted payments, or enter into transactions with our affiliates.. The indenture governing our 4.625% Senior Notes due 2027 (the “2027 Notes”) contains covenants that, among other things and subject to certain exceptions, limit or restrict our ability, and the ability of our subsidiaries, to create liens; consolidate, merge or dispose of certain assets; and enter into sale leaseback transactions.

As of ~~July 1, 2018,~~March 31, 2019, we were in compliance with these requirements. The obligations under the Credit Agreement, the 2024 Notes, the 2026 Notes and the 2027 Notes are guaranteed (subject to certain exceptions) by substantially all of our material domestic subsidiaries, and the obligations under the Credit Agreement are (subject to certain exceptions and limitations) secured by a lien on substantially all of the assets owned by us and each guarantor.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

In our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, we provided disclosure regarding our critical accounting estimates, which are reflective of significant judgments and uncertainties, are important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.

New Accounting Standards

See Note 2 to the condensed consolidated financial statements included in this report for a discussion of recently issued accounting guidance, including estimated effects, if any, of adoption of the guidance on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~See~~Cross Currency Swap Agreements

We have entered into cross-currency swap agreements with financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of swap agreements we entered into on October 4, 2018 (the “October 2018 swap agreements”), we notionally exchanged $500.0 million at an annual interest rate of 4.625% for €433.9 million at an annual interest rate of 1.942%. Under the terms of swap agreements we entered into on March 4, 2019 (the “March 2019 swap agreements”), we notionally exchanged $250 million at an annual interest rate of 4.8750% for €219.2 million at an annual interest rate of 2.4595%. The swap agreements, each of which has a term of five years, are designated as net investment hedges and require an exchange of the notional amounts upon expiration or earlier termination of the agreements. We and the counterparties have agreed to effect the exchanges through a net settlement.

The interest component of the swap agreements will affect the interest expense recognized within our statement of operations. A 10% increase or decrease from the U.S. dollar to euro currency exchange rate in effect on the respective dates we entered into each group of swap agreements would result in a change to the annual pre-tax net benefit of approximately $13.4 million under the October 2018 swap agreements and approximately $6.0 million under the March 2019 swap agreements.

In this regard, a favorable foreign currency change in the designated investment value of our foreign subsidiaries that use euros as their functional currency generally will be offset by an unfavorable foreign currency change in the swap agreements, and vice versa. A 10% fluctuation in the U.S. dollar to euro currency exchange rate from the respective rates in effect on the respective dates we entered into each group of swap agreements would have an approximately $50 million and $25 million impact on the fair value of the notional amount of the October 2018 swap agreements and March 2019 swap agreements, respectively, and an offsetting $50 million and $25 million impact on the designated net investment value of the foreign subsidiaries. In addition, in the event of a significant decline in the U.S. dollar to euro exchange rate, our payment obligations to the counterparties could have a material adverse effect on our cash flows. In this regard, if, at the expiration or earlier termination of the swap agreements, the U.S. dollar to euro currency exchange rate has declined by 10% from the rates in effect at the respective dates we entered into each group of swap agreements, we would be required to pay to the counterparties approximately $50 million under the 2018 swap agreements and $25 million under the March 2019 swap agreements.

The swap agreements entail risk that the counterparties will not fulfill their obligations under the agreements. However, we believe the risk is reduced because with regard to both the October 2018 swap agreements and March 2019 swap agreements, we have entered into separate agreements with several different counterparties, all of whom are large, well-established financial institutions.

Except as set forth above, there have been no material changes to the information set forth in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and

(ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Management’s assessment of disclosure controls and procedures excluded consideration of NeoTract’s internal control over financial reporting. NeoTract was acquired during the fourth quarter of 2017 and the exclusion is consistent with guidance provided by the staff of the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting for up to one year from the date of acquisition, subject to specified conditions. NeoTract's total assets (excluding goodwill and intangible assets) were $84.6 million as of July 1, 2018; its revenues for the three and six months ended July 1, 2018 were $47.7 million and $90.0 million, respectively.

(b) Change in Internal Control over Financial Reporting

~~No change~~On January 1, 2019, we adopted new lease accounting guidance, as described in Note 2 to the condensed consolidated financial statements included in this report. To facilitate our adoption of the new guidance, we have implemented changes to our internal control over financial reporting, including development of processes to gather data regarding our leases and to address the financial reporting requirements prescribed by the new guidance. There were no other changes in our internal control over financial reporting ~~occurred~~ during our most ~~recent~~recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability and product warranty, commercial disputes, intellectual property, contract, employment, environmental and other matters. As of ~~July 1, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, we have accrued liabilities of approximately ~~$1.7~~$0.4 million and ~~$3.8~~$0.6 million, respectively, in connection with these matters, representing our best estimate of the cost within the range of estimated possible loss that will be incurred to resolve these matters. Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that the outcome of any outstanding lawsuits or claims is likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity.

Item 1A. Risk Factors

~~There have been no significant changes in risk factors for the quarter ended July 1, 2018.~~ See the information set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~

2018. There have been no significant changes in risk factors for the quarter ended March, 31, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The following exhibits are filed as part of this report:



Exhibit No.		Description

31.1	—	Certification of Chief Executive Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.
31.2	—	Certification of Chief Financial Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.
32.1	—	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	—	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1	—	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~July 1, 2018,~~March 31, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income for the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, ~~2018 and July 2, 2017;~~2018; (ii) the Condensed Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, ~~2018 and July 2, 2017;~~2018; (iii) the Condensed Consolidated Balance Sheets as of ~~July 1, 2018~~March 31, 2019 and December 31, ~~2017;~~2018; (iv) the Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~July~~March 31, 2019 and April 1, ~~2018 and July 2, 2017;~~2018; (v) the Condensed Consolidated Statements of Changes in Equity for the ~~six~~three months ended ~~July 1, 2018;~~March 31, 2019; and (vi) Notes to Condensed Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		TELEFLEX INCORPORATED

		By:		/s/ Liam J. Kelly
				Liam J. Kelly President and Chief Executive Officer (Principal Executive Officer)

		By:		/s/ Thomas E. Powell
				Thomas E. Powell Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Dated: ~~August~~May 2, ~~2018~~2019

4639



Three Months Ended July 1, 2018
	Termination benefits		Other costs ₍₂₎		Total
	(Dollars in thousands)
2018 Footprint realignment plan	$	52,345	$	129	$	52,474
Other restructuring programs ₍₁₎	574		440		1,014
Restructuring charges	$	52,919	$	569	$	53,488
Long-lived asset impairment charge	—		1,865		1,865
Restructuring and impairment charges	$	52,919	$	2,434	$	55,353



	Contingent consideration
	2018
	(Dollars in thousands)
Balance - December 31, 2017	$	272,136
Additions₍₁₎	396
Payment	(64,372		)
Revaluations	34,618
Translation adjustment	(119		)
Balance - July 1, 2018	$	242,659



	Pension Three Months Ended						Other Postretirement Benefits Three Months Ended				Pension Six Months Ended						Other Postretirement Benefits Six Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018		July 2, 2017		July 1, 2018			July 2, 2017			July 1, 2018		July 2, 2017
	(Dollars in thousands)
Service cost	$	376		$	720		$	52	$	75	$	754		$	1,437		$	104	$	149
Interest cost	3,718			3,789			378		379		7,439			7,574			756		757
Expected return on plan assets	(7,415		)	(6,750		)	—		—		(14,836		)	(13,493		)	—		—
Net amortization and deferral	1,695			1,691			62		66		3,403			3,381			124		131
Net benefits expense (income)	$	(1,626	)	$	(550	)	$	492	$	520	$	(3,240	)	$	(1,101	)	$	984	$	1,037